Common use of Conditions to All Parties’ Obligations Clause in Contracts

Conditions to All Parties’ Obligations. The obligation of each of the Company, the Sellers, the Seller Representative and the Purchaser to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions as of immediately prior to the Closing: (a) the approvals and waiting periods under the HSR Act and any Other Antitrust Regulations that are required for the consummation of the transactions contemplated hereby and set forth on the Governmental Consents Schedule shall have been received and remain in effect (in the case of approvals) or expired, waived or been terminated (in the case of waiting periods); (b) no Law or final, binding and non-appealable injunction, order, judgment, decision, decree or ruling shall have been issued, promulgated, enacted or enforced by any Governmental Body after the date hereof restraining, enjoining or otherwise prohibiting the performance of this Agreement or the consummation of any of the transactions contemplated hereby, and no legal proceeding commenced by a Governmental Body and seeking such an injunction, order, judgment, decision, decree or ruling shall be pending; and (c) this Agreement shall not have been terminated in accordance with Section 9.01.

Conditions to All Parties’ Obligations. The obligation of each of the Company, the SellersRepresentative (on behalf of the Indemnifying Securityholders), the Seller Representative Parent and the Purchaser Merger Sub to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions as of immediately prior to the ClosingEffective Time: (a) the approvals and Merger shall have received the Stockholder Approval; (b) the applicable waiting periods under the HSR Act shall have expired or been terminated, and any Other Antitrust Regulations all other material governmental filings, consents, authorizations and approvals that are required for the consummation of the transactions contemplated hereby and set forth on Section 4.03(b) of the Governmental Consents Disclosure Schedule shall have been received made and remain in effect (in the case of approvals) or expired, waived or been terminated (in the case of waiting periods)obtained; (bc) no Law or final, binding and non-appealable injunction, order, judgment, decision, decree or ruling shall have been issued, promulgated, enacted or enforced promulgated by any Governmental Body after the date hereof restraining, enjoining or otherwise prohibiting the performance of this Agreement or the which prohibits consummation of any of the transactions contemplated herebyMerger, and no legal proceeding commenced by a Governmental Body and seeking such an injunctionshall have issued any Order (whether temporary, order, judgment, decision, decree preliminary or ruling shall be pendingpermanent) which prohibits consummation of the Merger; and (cd) this Agreement shall not have been terminated in accordance with Section 9.01.

Conditions to All Parties’ Obligations. The obligation respective obligations of each of the Company, the Sellers, the Seller Representative Buyer and the Purchaser Merger Sub to consummate the transactions contemplated by this Agreement is Transactions, including the Merger, are subject to the satisfaction of the following conditions as of immediately prior to at the Closing: (a) the approvals and (i) The applicable waiting periods period under the HSR Act and any Other Antitrust Regulations that are required for the consummation of the transactions contemplated hereby and set forth on the Governmental Consents Schedule shall have been received and remain in effect (in the case of approvals) or expired, waived has expired or been terminated (the “HSR Approval”) and (ii) all consents of, or filings with, the relevant authorities in connection with the Foreign Filings shall have been made and obtained and shall be in full force and effect at the Closing and any applicable waiting period with respect thereto shall have expired or been terminated, as the case of waiting periods)may be; (b) no No court or other Governmental Body has issued, enacted, entered, promulgated or enforced any Law or finalOrder (that has not been vacated, binding and non-appealable injunction, order, judgment, decision, decree withdrawn or ruling shall have been issued, promulgated, enacted or enforced by any Governmental Body after the date hereof overturned) restraining, enjoining or otherwise prohibiting the performance of this Agreement Merger or the consummation of any of the transactions contemplated hereby, Transactions; (c) The Necessary Stockholder Approval has been obtained and no legal proceeding commenced by a Governmental Body and seeking such an injunction, order, judgment, decision, decree or ruling shall be pendingvalid and in full force and effect; and (cd) this This Agreement shall has not have been terminated in accordance with Section 9.018.01.

Conditions to All Parties’ Obligations. The obligation respective obligations of each of the Company, the Sellers, the Seller Representative Buyer and the Purchaser Merger Sub to consummate the transactions contemplated by this Agreement is Transactions, including the Merger, are subject to the satisfaction of the following conditions as of immediately at or prior to the Closing, which to the extent permitted by Law may be waived in a written agreement by the Company and Buyer: (a) the approvals and applicable waiting periods period under the HSR Act and any Other Antitrust Regulations that are required for the consummation of the transactions contemplated hereby and set forth on the Governmental Consents Schedule shall have been received and remain in effect (in the case of approvals) or expired, waived has expired or been terminated (the "HSR Approval") and there shall not be in effect any voluntary agreement with any Governmental Body pursuant to which Buyer (with the case prior written consent of waiting periodsthe Company pursuant to Section 9.03(c)) has agreed not to consummate the Transactions for any period of time; (b) no Law court or final, binding and non-appealable injunction, order, judgment, decision, decree or ruling shall have been other Governmental Body has issued, promulgatedenacted, enacted entered, promulgated or enforced by any Governmental Body after the date hereof Law (that has not been vacated, withdrawn or overturned) restraining, enjoining enjoining, making illegal or otherwise prohibiting the performance of this Agreement or the consummation of any of the transactions contemplated hereby, and no legal proceeding commenced by a Governmental Body and seeking such an injunction, order, judgment, decision, decree or ruling shall be pendingTransactions; and (c) this Agreement shall not have the Necessary Stockholder Approval has been terminated in accordance with Section 9.01obtained.

Conditions to All Parties’ Obligations. The obligation of each of the Company, the Sellers, the Seller Representative and the Purchaser to consummate the transactions contemplated by this Agreement Closing is subject to the satisfaction of the following conditions as of immediately prior to the Closing: (a) the approvals and waiting periods under the HSR Act and any Other Antitrust Regulations that are required for the consummation of the transactions contemplated hereby and set forth on the Governmental Consents Schedule shall have been received and remain in effect (in the case of approvals) or expired, waived or been terminated (in the case of waiting periods); (b) no Law or final, binding and non-appealable non‑appealable injunction, order, judgment, decision, decree or ruling shall have been issued, promulgated, enacted or enforced by any Governmental Body after the date hereof restraining, enjoining or otherwise prohibiting the performance of this Agreement or the consummation of any of the transactions contemplated hereby, and no legal proceeding commenced by a Governmental Body and seeking such an injunction, order, judgment, decision, decree or ruling ; (c) the consent set forth on Schedule 3.03(c) shall be pendinghave been obtained; and (cd) this Agreement shall not have been terminated in accordance with Section 9.01.

Conditions to All Parties’ Obligations. The obligation respective obligations of each of the Company, the Sellers, the Seller Representative Buyer and the Purchaser Merger Sub to consummate the transactions contemplated by this Agreement is Transactions, including the Merger, are subject to the satisfaction of the following conditions as of immediately prior to at the Closing: (a) the approvals and applicable waiting periods period under the HSR Act and any Other Antitrust Regulations that are required for the consummation of the transactions contemplated hereby and set forth on the Governmental Consents Schedule shall have been received and remain in effect (in the case of approvals) or expired, waived has expired or been terminated (in the case of waiting periods“HSR Approval”); (b) no court or other Governmental Body has (x) issued, enacted, entered, promulgated or enforced any Law or finalOrder (that has not been vacated, binding and non-appealable injunction, order, judgment, decision, decree withdrawn or ruling shall have been issued, promulgated, enacted or enforced by any Governmental Body after the date hereof overturned) restraining, enjoining or otherwise prohibiting the Merger or (y) commenced a proceeding wherein an unfavorable Order would reasonably be expected to prevent the performance of this Agreement or the consummation of any of the transactions contemplated herebyTransactions, and no legal proceeding commenced by a Governmental Body and seeking declare unlawful the Transactions or cause such an injunction, order, judgment, decision, decree or ruling shall Transaction to be pendingrescinded; (c) the Necessary Stockholder Approval has been obtained; and (cd) this Agreement shall has not have been terminated in accordance with Section 9.018.01.

Conditions to All Parties’ Obligations. The obligation of each of the Company, the Sellerseach Blocker Seller, the Seller Representative Representative, the Purchaser, the Merger Sub and the Blocker Purchaser to consummate the transactions contemplated by this Agreement Closing is subject to the satisfaction of the following conditions as of immediately prior to the ClosingEffective Time: (a) the approvals and waiting periods under Transaction (including the HSR Act and any Other Antitrust Regulations that are required for the consummation of the transactions contemplated hereby and set forth on the Governmental Consents Schedule Merger) shall have been received approved and remain in effect this Agreement shall have been adopted by the requisite vote of holders of the outstanding Company Units entitled to vote thereon at the record date for such vote as required by Delaware Law and the Company LLC Agreement (in the case of approvals“Unitholder Approval”) or expired, waived or been terminated (in pursuant to the case of waiting periods)Written Consent; (b) the waiting period under the HSR Act shall have expired, or been terminated; (c) no Law or final, binding and non-appealable injunction, order, judgment, decision, decree or ruling shall have been issued, promulgated, enacted or enforced by any Governmental Body after the date hereof restraining, be in effect enjoining or otherwise prohibiting the performance of this Agreement or the consummation of any of the transactions contemplated hereby, and no legal proceeding commenced by a Governmental Body and seeking such an injunction, order, judgment, decision, decree or ruling shall be pending; and (cd) the Pre-Closing Restructuring has been completed in accordance with Section 11.03 hereof; and (e) this Agreement shall not have been terminated in accordance with Section 9.0110.01.

Conditions to All Parties’ Obligations. The obligation of each of the Company, the SellersBlocker Corps, the Seller Representative Sellers and the Purchaser to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions as of immediately prior to the Closing: (a) the approvals and The applicable waiting periods under the HSR Act shall have expired or been terminated, and any Other Antitrust Regulations all Governmental Body filings, consents, authorizations and approvals that are required for the consummation of the transactions contemplated hereby by this Agreement and set forth on the Governmental Consents Schedule 9.03(a) shall have been received made and remain obtained, provided that, without limiting the generality of Section 8.08 and Section 12.05(d), the Purchaser shall not be required to undertake any of the actions described in effect (Section 12.05(d) in the case of approvals) or expired, waived or been terminated (in the case of waiting periods)connection therewith; (b) no Law No action or final, binding and non-appealable injunction, order, proceeding before any Governmental Body shall be pending wherein an unfavorable judgment, decision, decree or ruling shall have been issuedorder would restrain, promulgated, enacted or enforced by any Governmental Body after the date hereof restraining, enjoining enjoin or otherwise prohibiting the performance of this Agreement prohibit, or declare unlawful, the consummation of any of the transactions contemplated herebyby this Agreement, and no legal proceeding commenced declare unlawful the transactions contemplated by a Governmental Body and seeking this Agreement or cause such an injunction, order, judgment, decision, decree or ruling shall transactions to be pendingrescinded; and (c) this This Agreement shall not have been terminated in accordance with Section 9.0110.01.