Common use of Conditions to Each Party’s Obligation to Effect the Closing Clause in Contracts

Conditions to Each Party’s Obligation to Effect the Closing. The respective obligation of each of the parties to effect the Closing shall be subject to the satisfaction (or waiver) at or prior to the Closing of each of the following conditions: 7.1.1 No law shall have been enacted or promulgated by any Governmental Entity that prohibits the consummation of the transactions contemplated herein or in the other Operative Agreements and there shall be no order or judgment in effect prohibiting consummation of such transactions; provided that the parties shall use their commercially reasonable efforts to have any such order or judgment vacated or lifted; 7.1.2 All consents, authorizations, waivers or approvals of any Governmental Entity (except for (i) that required by the DOJ, which is covered by Section 7.1.3, (ii) those required in respect of Material Permits, which are covered by Section 7.2.4, or (iii) those required pursuant to any Contracts to which a Governmental Entity is a party), including those required by FERC or any state or federal law or Governmental Entity controlling energy production and sales, as may be required to be obtained in connection with the execution, delivery or performance of this Agreement, the failure to obtain of which would prevent the consummation of the transaction contemplated hereby or would, individually or in the aggregate, be material to Apache or the Newsprint Assets, shall have been obtained; and 7.1.3 Written notice from the DOJ to Seller that the DOJ does not object to Purchaser, as prescribed in the Final Judgment, shall have been obtained.

Conditions to Each Party’s Obligation to Effect the Closing. The respective obligation of each of the parties Party to effect the Closing shall be subject to the satisfaction (or waiver) at on or prior to the Closing Date of each of the following conditions:conditions (any or all of which may be waived by mutual agreement of Parent (on behalf of all Buyer Parties) and Seller, in whole or in part, to the extent permitted by applicable Law): 7.1.1 No law Law shall have been enacted or promulgated by any Governmental Entity that prohibits the consummation of the transactions contemplated herein or in the other Operative Agreements and there shall be no order or judgment in effect prohibiting consummation of such transactions; provided that the parties Parties shall use their commercially reasonable efforts to have any such order or judgment vacated or lifted;. 7.1.2 All consents, authorizations, approvals or waivers or approvals of required from any Governmental Entity (except for (i) that required by the DOJ, which is covered by Section 7.1.3, (ii) those required in respect of Material Permits, which are covered by Section 7.2.4, or (iii) those required pursuant to any Contracts to which a Governmental Entity is a party), including those required by FERC or any state or federal law or Governmental Entity controlling energy production and sales, as may be required to be obtained in connection with the execution, delivery or performance of this Agreement, the failure to obtain of which would prevent the consummation of the transaction contemplated hereby or would, individually or in the aggregate, be material to Apache or the Newsprint Assets, shall have been obtained; and 7.1.3 Written notice from the DOJ to Seller that the DOJ does not object to Purchaser, as prescribed in the Final Judgment, shall have been obtained. 7.1.3 The filings pursuant to the Antitrust Laws, if any, shall have been made and the waiting period (and any extension thereof) applicable to the consummation of the transactions contemplated by this Agreement under the Antitrust Laws shall have expired or been terminated. 7.1.4 Seller or any of its Affiliates shall have completed, or caused to be completed, the implementation and setup of the systems required to enable Seller (or its Affiliates) to provide the services under the Seller TSA.

Conditions to Each Party’s Obligation to Effect the Closing. The respective obligation obligations of each of Company Members and the parties Company, on the one hand, and Buyer and Parent, on the other hand, to effect consummate the Closing shall be are subject to the satisfaction (or waiveror, if permissible, waiver by the party for whose benefit such conditions exist) at or prior to the Closing of each of the following conditions: 7.1.1 No law (a) no court, arbitrator or Governmental Entity shall have been enacted issued any order, decree or promulgated by ruling, or taken any Governmental Entity that prohibits other action permanently restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated herein by this Agreement and such order, decree, ruling or in the other Operative Agreements action shall have become final, and there shall be no order or judgment in effect prohibiting consummation of such transactions; provided that the parties shall use their commercially reasonable efforts to have any such order or judgment vacated or liftednon-appealable; 7.1.2 All consents, (b) all applicable waiting periods (and any extensions thereof) under the HSR Act shall have expired or otherwise been terminated; (c) The Company and Buyer shall have executed and delivered the Certificate of Merger to the Department of State at least five Business Days in advance of Closing with a requested Statutory Effective Date of the Closing Date; and (d) all other authorizations, waivers approvals or approvals consents of any Governmental Entity (except for (i) that required by the DOJ, which is covered by Section 7.1.3, (ii) those required in respect of Material Permits, which are covered by Section 7.2.4, or (iii) those required pursuant to any Contracts to which a Governmental Entity is a party), including those required by FERC or any state or federal law or Governmental Entity controlling energy production and sales, as may be Entities required to be obtained in connection with the execution, delivery or performance of this Agreement, the failure to obtain of which would prevent permit the consummation of the transaction contemplated hereby or would, individually or in the aggregate, be material to Apache or the Newsprint Assets, Transaction shall have been obtained; and 7.1.3 Written notice from obtained and be in full force and effect, including, the DOJ consent of DOH to Seller the transfer of control of the Company and the distribution by the Company to Company Members of any excess funds and other assets without an obligation on Buyer or Parent to restore and replenish any funds or other assets to the Company after the Closing Date and the Company shall not be required to maintain a statutory deposit or net worth greater than that which exists for the DOJ does not object to Purchaser, Company at the Effective Time except as prescribed provided in the Final Judgment, shall have been obtainedthis Agreement.