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 and to consummate the other transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to the Closing of the following conditions: (a) consummation of the transactions contemplated hereby would not violate any nonappealable Final Order, decree or judgment of the Bankruptcy Court, the Canadian 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 in violation of such Law would not reasonably be expected to have a Material Adverse Effect); (b) all filing and waiting periods applicable (including any extensions thereof) to the consummation of the transactions contemplated by this Agreement under the HSR Act shall have expired or been terminated; (c) the Bankruptcy Court shall have entered a sale order in a form reasonably acceptable to the Buyer and the Seller and including terms substantially similar to those set forth on Exhibit G hereto (or in such other form and with such other terms as may otherwise be agreed to in writing, or on the record at any hearing before the Bankruptcy Court, by the Buyer and the Seller, the “Sale Order”) and such Sale Order shall be a Final Order (unless such Final Order requirement is waived by the Buyer); and (d) the Canadian Court shall have entered the Canadian Sale Approval and Vesting Order and such Canadian Sale Approval and Vesting Order shall be a Final Order (unless such Final Order requirement is waived by the Buyer).

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 Acquired Assets and to consummate the other transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to the Closing of the following conditions: (a) consummation of the transactions contemplated hereby would not violate any nonappealable Final Order, decree or judgment of the Bankruptcy Court, the Canadian 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 prohibited, and no preliminary or permanent injunction or other Order of any Governmental Authority having competent jurisdiction that declares this Agreement invalid or unenforceable in any respect or which prevents the consummation of the transactions contemplated hereby shall be in violation of such Law would not reasonably be expected to have a Material Adverse Effect);effect; and (b) all filing and waiting periods applicable (including any extensions thereof) to the consummation of the transactions contemplated by this Agreement under the HSR Act shall have expired or been terminated; (c) the Bankruptcy Court shall have entered a sale order the Confirmation Order in a form reasonably and substance acceptable to Buyer in its sole discretion, approving the Buyer Sale Transaction, this Agreement and the Seller sale, assignment and including terms substantially similar transfer of the Acquired Assets, Assumed Contracts and Additional Assumed Contracts to those set forth on Exhibit G hereto Buyer free and clear of all Encumbrances and Claims of any nature (or other than Permitted Encumbrances and as provided in such other form and with such other terms as may otherwise be agreed to in writing, or on the record at any hearing before the Bankruptcy Court, by the Buyer and the Seller, the “Sale Order”this Agreement) and such Sale no Order staying, reversing, modifying or amending the Confirmation Order shall be a Final Order (unless such Final Order requirement is waived by in effect on the Buyer); and (d) the Canadian Court shall have entered the Canadian Sale Approval and Vesting Order and such Canadian Sale Approval and Vesting Order shall be a Final Order (unless such Final Order requirement is waived by the Buyer)Closing Date.

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 Shares and the Purchased Assets and to consummate the other transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to the Closing Date of the following conditions: (a) consummation of the transactions contemplated hereby would not violate no preliminary or permanent injunction or other order or decree by any nonappealable Final Order, decree federal or judgment of the Bankruptcy Court, the Canadian 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 state court which prevents the consummation of the transactions sale of any part of the Shares or any material part of the Purchased Assets contemplated hereby shall have been issued and remain in violation of such Law would not reasonably be expected effect (each party agreeing to use its reasonable best efforts to have a Material Adverse Effect)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 sale of the Shares and the Purchased Assets; (b) all filing and waiting periods applicable (including any extensions thereof) to the consummation of the transactions contemplated by this Agreement under the HSR Act shall have expired or been terminated; (c) the Bankruptcy Court shall have entered a sale order the Sale Order substantially in a the form reasonably acceptable to the Buyer and the Seller and including terms substantially similar to those set forth on of Exhibit G H hereto (or in such other form and with such other terms as may otherwise be agreed to in writing, or on the record at any hearing before the Bankruptcy Court, by the Buyer and the Seller, the “Sale Order”) and such Sale Order shall be a Final Order in full force and effect and shall not have been stayed, modified, reversed or amended (unless such Final Order requirement is waived by except if modified or amended with the Buyerwritten consent of the Sellers, the Buyer and the Prepetition Agent); and (dc) to the extent applicable, the Canadian Bankruptcy Court shall have issued and entered a Canadian Bankruptcy Court Order or the Canadian Sale Approval and Vesting Order and such Canadian Sale Approval and Vesting Order Trustee shall be a Final Order (unless such Final Order requirement is waived by the Buyer)have received Inspector Approval.

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 at or prior to the Closing Date of the following conditions: (a) consummation of the transactions contemplated hereby would not violate no preliminary or permanent injunction or other order or decree by any nonappealable Final Order, decree federal or judgment of the Bankruptcy Court, the Canadian 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 state court which prevents the consummation of the transactions contemplated hereby shall have been issued and remain in violation of such Law would not reasonably be expected effect (each party agreeing to use its commercially reasonable efforts to have a Material Adverse Effect)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 sale of the Purchased Assets; (b) all filing and waiting periods applicable (including any extensions thereof) to the consummation of the transactions contemplated by this Agreement under the HSR Act Bankruptcy Court shall have expired entered the Interim Order and such Interim Order shall be in full force and effect and shall not have been stayed, modified, reversed or been terminated;amended (except if modified or amended with the written consent of Seller and Buyer); and (c) the Bankruptcy Court shall have entered a sale order in a form reasonably acceptable to the Buyer and the Seller and including terms substantially similar to those set forth on Exhibit G hereto (or in such other form and with such other terms as may otherwise be agreed to in writing, or on the record at any hearing before the Bankruptcy Court, by the Buyer and the Seller, the “Sale Order”) Order and such Sale Order shall be a Final Order in full force and effect and shall not have been stayed, modified, reversed or amended (unless such Final Order requirement is waived by except if modified or amended with the Buyer); and (d) the Canadian Court shall have entered the Canadian Sale Approval written consent of Seller and Vesting Order and such Canadian Sale Approval and Vesting Order shall be a Final Order (unless such Final Order requirement is waived by the Buyer).