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

Conditions to Each Party’s Obligations to Effect the Closing. The respective obligations of each party to effect the sale and purchase of the Purchased Assets shall be subject to the fulfillment on or prior to the Closing Date, of the following conditions: (a) the waiting period under the HSR Act applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated and all required non-United States anti-trust or competition approvals shall have been obtained; (b) except to the extent not obviated by the Final Sale Order, all consents of Governmental Authorities required for the consummation of the transactions contemplated by this Agreement shall have become Final Orders of the respective Governmental Authorities; and (c) no preliminary or permanent injunction or other order or decree by any federal or state court which prevents the consummation of a material part of the transactions contemplated hereby shall be in effect (each party agreeing to use its commercially reasonable best efforts to have any such injunction, order or decree lifted) and no statute, rule or regulation shall have been enacted by any Governmental Authority which prohibits the consummation of the transactions contemplated hereby.

Conditions to Each Party’s Obligations to Effect the Closing. The respective obligations of each party Party to effect the sale and purchase of the Purchased Assets shall be Transactions are subject to the fulfillment on at or prior to the Closing Date, Date of the following conditions: (a) the waiting period under the HSR Act Act, including any extension thereof, applicable to the consummation of the transactions contemplated hereby Transactions shall have expired or been terminated and all required non-United States anti-trust or competition approvals shall have been obtainedterminated; (b) except to the extent not obviated by the Final Sale Order, all consents of Governmental Authorities required for the consummation of the transactions contemplated by this Agreement shall have become Final Orders of the respective Governmental Authorities; and (c) no preliminary or permanent injunction or other order or decree by any federal or state court Order which prevents the consummation of a any material part aspect of the transactions contemplated hereby Transactions shall be have been issued and remains in effect (each party Party agreeing to use its commercially reasonable best efforts to have any such injunction, order or decree Order lifted) and no statute, rule or regulation Law shall have been enacted by any Governmental Authority which prohibits the consummation of the transactions contemplated herebyTransactions; (c) all consents and approvals for the consummation of the Transactions required from third parties shall have been obtained, other than (i) any of such consents or approvals the failure of which to obtain, individually or in the aggregate, does not have and would not reasonably be expected to have a Cap Rock Material Adverse Effect and (ii) any Required Regulatory Approval (which are governed by Section 9.02(f) and Section 9.03(d); and (d) the closing under the Asset Purchase Agreement shall have been consummated.

Conditions to Each Party’s Obligations to Effect the Closing. The respective obligations of each party to effect the sale and purchase of the Purchased Assets shall be subject to the fulfillment on at or prior to the Closing Date, Date of the following conditions: (a) the waiting period under the HSR Act applicable to the consummation of the transactions contemplated hereby shall have expired or been terminated and all required non-United States anti-trust or competition approvals shall have been obtained; (b) except to the extent not obviated by the Final Sale Order, all consents of Governmental Authorities required for the consummation of the transactions contemplated by this Agreement shall have become Final Orders of the respective Governmental Authorities; and (c) no preliminary or permanent injunction or other order or decree by any federal or state court which prevents the consummation of a material part of the transactions contemplated hereby shall be have been issued and remain in effect (each party agreeing to use its commercially reasonable best efforts to have any such injunction, order or decree lifted) and no statute, rule or regulation shall have been enacted by any Governmental Authority which prohibits the consummation of the transactions contemplated herebysale of the Purchased Assets; and (b) the Bankruptcy Court shall have entered the Sale Order substantially in the form of Exhibit D hereto no later than September 2, 2005, and such Sale Order shall be in full force and effect and shall not have been stayed, modified, reversed or amended (except if modified or amended with the written consent of Seller and Buyer).

Conditions to Each Party’s Obligations to Effect the Closing. The respective obligations of each party Party to effect the sale and purchase of the Purchased Assets and to consummate the other transactions contemplated by this Agreement shall be subject to the fulfillment on satisfaction or, to the extent permitted by applicable Law, waiver in a joint writing by Xxxxx and Seller, at or prior to the Closing DateClosing, of the following conditions: (a) consummation of the waiting period under transactions contemplated hereby would not violate any non-appealable Sale Order, decree or judgment of the HSR Act applicable to Bankruptcy Court or any other Governmental Authority having competent jurisdiction and there shall not be any Law that makes consummation of the transactions contemplated hereby illegal or otherwise prohibited (unless the consummation of the transactions contemplated hereby shall in violation of such Law would not reasonably be expected to have expired or been terminated and all required non-United States anti-trust or competition approvals shall have been obtained;a Material Adverse Effect); and (b) except to the extent not obviated by the Final Sale Order, all consents of Governmental Authorities required for Bankruptcy Court shall have entered an order approving Seller’s entry into this Agreement and the consummation of the transactions contemplated by this Agreement shall have become Final Orders herein pursuant to Sections 105 and 363 of the respective Governmental Authorities; and Bankruptcy Code, in form and substance reasonably acceptable to Seller and Buyer (c) no preliminary or permanent injunction or other order or decree by any federal or state court which prevents the consummation of a material part of the transactions contemplated hereby shall be in effect (each party agreeing to use its commercially reasonable best efforts to have any such injunction, order or decree lifted) and no statute, rule or regulation shall have been enacted by any Governmental Authority which prohibits the consummation of the transactions contemplated hereby“Sale Order”).

Conditions to Each Party’s Obligations to Effect the Closing. The respective obligations of each party to effect consummate the sale and purchase of the Purchased Assets shall be transactions contemplated by this Agreement are subject to the fulfillment on satisfaction at or prior to the Closing Date, Date of the following conditions: (a) There shall not be in effect any statute, rule, regulation, executive order, decree, ruling or injunction or other order of a Governmental Entity directing that the waiting period under transactions contemplated herein not be consummated; provided, however, that prior to invoking this condition the HSR Act applicable invoking party shall have used its commercially reasonable efforts to have any such decree, ruling, injunction or order vacated. (b) All governmental consents, orders and approvals legally required by BATFE or State for the consummation of the transactions contemplated hereby shall have expired or been terminated obtained and all required non-United States be in effect on the Closing Date and the waiting periods under any foreign anti-trust or competition approvals law shall have expired or been obtained; (b) except to the extent not obviated by the Final Sale Order, all consents of Governmental Authorities required for the consummation of the transactions contemplated by this Agreement shall have become Final Orders of the respective Governmental Authorities; and (c) no preliminary or permanent injunction or other order or decree by any federal or state court which prevents the consummation of a material part of the transactions contemplated hereby shall be in effect (each party agreeing to use its commercially reasonable best efforts to have any such injunction, order or decree lifted) and no statute, rule or regulation shall have been enacted by any Governmental Authority which prohibits the consummation of the transactions contemplated herebyterminated.