Conditions to Obligation of Each Party to Close. The respective obligations of each Party to effect the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver at or prior to the Closing Date of the following conditions:
Conditions to Obligation of Each Party to Close. The respective obligations of each party to effect the Sale shall be subject to the satisfaction or waiver by Seller and Purchaser at or prior to the Closing of the following conditions:
Conditions to Obligation of Each Party to Close. The respective obligations of each Party to effect the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver as of the Closing Date of all of the following conditions:
(a) Antitrust Approvals. The waiting period applicable to the transactions contemplated by this Agreement under the HSR Act shall have expired or early termination or approval shall have been granted.
Conditions to Obligation of Each Party to Close. The respective obligations of each Party to effect the Second Closing Transactions shall be subject to the satisfaction (or waiver in writing by both the Buyer Parent and the Seller Parent) at or prior to the Second Closing Date of the following conditions:
Conditions to Obligation of Each Party to Close. The sale and purchase of the Shares at the Closing and the respective obligations of each Party to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction or written waiver by each of Purchaser, in its sole discretion, and Seller, in its sole discretion, in each case, at or prior to the Closing Date, of the following conditions:
(a) any requisite filings with any competition authorities (the “Competition Authorities”) as set forth in Schedule 5.1 shall have been made, and the Competition Authorities shall have given all clearances or approvals necessary to permit the consummation and the completion of the transactions contemplated hereunder and contemplated pursuant to the Transaction Agreements, or all required waiting periods (including any extensions thereof) under applicable Competition Laws of such Competition Authorities shall have expired, whatever may occur first;
(b) no Law shall have been enacted, promulgated or remain in effect that prohibits or makes illegal or which could otherwise restrain or prohibit the consummation of the transactions contemplated hereunder or pursuant to the Transaction Agreements; and
(c) no Order which seeks to prevent or enjoin the consummation of the transactions contemplated by this Agreement or the Transaction Agreements shall have been commenced or be continuing.
Conditions to Obligation of Each Party to Close. The respective obligations of each Party to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction or written waiver by the Purchaser Group, in its sole discretion, and the Sellers, in their sole discretion, in each case, at or prior to the Closing Date of the following conditions:
(a) Any consent, approval or clearance with respect to, or terminations or expiration of any applicable waiting period (and any extensions thereof) imposed under, any applicable Antitrust Laws shall have been obtained, shall have been received or shall have terminated or expired, as the case may be.
(b) No Action which seeks to prevent or enjoin the consummation of the transactions contemplated by the Transaction Documents shall have been commenced or be continuing.
(c) No Law shall have been enacted, entered, promulgated and remain in effect that prohibits or makes illegal or which could otherwise restrain or prohibit the consummation of the Sale.
Conditions to Obligation of Each Party to Close. The respective obligations of each Party to effect the Sale shall be subject to the satisfaction at or prior to the Closing of the following conditions (any of which may be waived, in whole or in part, by the mutual written agreement of Parent and Purchaser to the extent permitted by applicable Law):
(a) Regulatory Approvals. Any required consents, authorizations and approvals required to be obtained prior to the consummation of the Sale from each Governmental Entity set forth on Section 8.1(a) of the Parent Disclosure Schedule (each, a “Required Approval”) shall have been obtained (or any applicable waiting period thereunder shall have expired or been terminated).
Conditions to Obligation of Each Party to Close. The respective obligations of each Party to effect the transactions contemplated by this Agreement (excluding transactions contemplated to be consummated at the Deferred Brazil Closing) shall be subject to the satisfaction or waiver (to the extent permitted by applicable Law) at or prior to the Closing Date of all of the following conditions:
Conditions to Obligation of Each Party to Close. The respective obligations of each Party to effect the transactions contemplated hereby shall be subject to the satisfaction or waiver at or prior to the Closing Date of the following conditions:
(a) no preliminary or permanent injunction or other Governmental Order shall have become effective restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated hereby;
(b) all Consents of other Persons and Governmental Entities to the transactions contemplated by this Agreement shall have been obtained;
(c) a termination of the Sun City Lease shall have been delivered in accordance with the provisions of Article III; and
(d) the New Sun City Ground Lease shall have been delivered in accordance with the provisions of Article III.
Conditions to Obligation of Each Party to Close. The respective obligations of each party to effect the transactions contemplated hereby shall be subject to the satisfaction or waiver at or prior to the Closing Date of the following conditions:
(a) No litigation shall be pending or threatened in writing at any time prior to or on the Closing Date before or by any Governmental Entity or by any other Person (except that any such threatened litigation by DOJ or FTC need not be in writing) seeking to restrain or prohibit, make illegal, or seeking material damages or other legal or equitable relief in connection with, the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby; and
(b) The applicable waiting period under the HSR Act shall have expired or been terminated, and any and all conditions to the consummation of the transactions contemplated hereby imposed by any other applicable Antitrust Law shall have been satisfied.
