Common use of Conditions to Obligations of Buyer and Seller Clause in Contracts

Conditions to Obligations of Buyer and Seller. The obligations of Buyer and Seller to consummate the Closing are subject to the satisfaction of the following conditions: (i) Any applicable waiting period under the HSR Act relating to the transactions contemplated hereby shall have expired or been terminated. (ii) No provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the Closing. There shall not be pending or threatened any claim, suit, action or proceeding by any governmental agency before any court or governmental agency, seeking to prohibit or restrain the transactions contemplated by this Agreement or seeking material damages in connection therewith. (iii) This Agreement and the consummation of the transactions contemplated hereby shall have been approved by the Insurance Departments of the Required Jurisdictions and the jurisdictions set forth on Schedule 4.03 or shall not have been disapproved by such Departments and the period of time during which such Departments and jurisdictions may, under applicable law, disapprove this Agreement and the consummation of such transactions shall have lapsed, and the parties shall have received reasonably satisfactory evidence of such approvals or non-disapprovals.

Conditions to Obligations of Buyer and Seller. The obligations of Buyer and Seller to consummate the Closing are subject to the satisfaction of the following conditions: (i) Any applicable waiting period under the HSR Act relating to the transactions contemplated hereby shall have expired or been terminated. (ii) No provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the Closing. There shall not be pending or threatened any claim, suit, action or proceeding by any governmental agency before any court or governmental agency, seeking to prohibit or restrain the transactions contemplated by this Agreement or seeking material damages in connection therewith. (iii) This Agreement and the consummation of the transactions contemplated hereby shall have been approved by the Insurance Departments of the Required Jurisdictions and the jurisdictions set forth on Schedule 4.03 or shall not have been disapproved by such Departments and the period of time during which such Departments and jurisdictions may, under applicable law, disapprove this Agreement and the consummation of 50 57 such transactions shall have lapsed, and the parties shall have received reasonably satisfactory evidence of such approvals or non-disapprovals.

Conditions to Obligations of Buyer and Seller. The obligations of Buyer and Seller to consummate the Closing are subject to the satisfaction of the following conditions: (i) Any applicable waiting period under the HSR Act relating to the transactions contemplated hereby shall have expired or been terminated. (ii) No provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the Closing. There shall not be pending or threatened any claim, suit, action or proceeding by any governmental agency before any court or governmental agency, seeking to prohibit or restrain the transactions contemplated by this Agreement or seeking material damages in connection therewith. (iii) This Agreement and the consummation of the transactions contemplated hereby shall have been approved by the Insurance Departments of the Required Jurisdictions and the jurisdictions set forth on Schedule 4.03 4.3 or shall not have been disapproved by such Departments and the period of time during which such Departments and jurisdictions may, under applicable law, disapprove this Agreement and the consummation of such transactions shall have lapsed, and the parties shall have received reasonably satisfactory evidence of such approvals or non-disapprovals.

Conditions to Obligations of Buyer and Seller. The obligations of Buyer to purchase the Securities from Seller and Seller to consummate sell the Closing Securities hereunder are subject to the satisfaction fulfillment, at or before the Closing, of each of the following conditions:conditions (all or any of which may be waived in whole or in part only by Buyer and Seller acting jointly): (ia) Any applicable waiting period under the HSR Act relating to the transactions contemplated hereby shall have expired or been terminated. (ii) No provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the Closing. There shall not be pending in effect on the Closing Date any Order or threatened law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any claim, suit, action or proceeding by any governmental agency before any court or governmental agency, seeking to prohibit or restrain of the transactions contemplated by this Agreement or seeking material damages in connection therewithany of the Collateral Agreements. (iiib) This All Consents, approvals and actions of, filings with and notices to any governmental or regulatory authority necessary to permit Buyer and Seller to perform their obligations under this Agreement and the Collateral Agreements and to consummate the transactions contemplated hereby and thereby shall have been duly obtained, made or given, and all terminations or expirations of waiting periods imposed by any governmental or regulatory Authority necessary for the consummation of the transactions contemplated hereby shall have been approved by the Insurance Departments of the Required Jurisdictions and the jurisdictions set forth on Schedule 4.03 or shall not have been disapproved by such Departments and the period of time during which such Departments and jurisdictions may, under applicable law, disapprove this Agreement and the consummation of such transactions Collateral Agreements, shall have lapsedoccurred. (c) The Collateral Agreements shall be in form and substance mutually satisfactory to Seller and Buyer, and the parties shall have received reasonably satisfactory evidence of such approvals or non-disapprovalseach in their sole discretion.

Conditions to Obligations of Buyer and Seller. The obligations of Buyer and Seller to consummate the Closing are subject to the satisfaction of the following conditions:conditions (any or all of which may be waived in writing by Xxxxx and Seller, together, in whole or in part to the extent permitted by Applicable Law): (ia) Any any applicable waiting period under the HSR Act relating with respect to the transactions contemplated hereby shall have expired or been terminated.terminated and the filings, consents, approvals, authorizations, clearances or other actions under any other Competition Law set forth on Section 10.01(a) of the Disclosure Schedule shall have been made, obtained or taken and any applicable approvals or waiting periods thereunder shall have been received and remain in effect (in the case of approvals) or expired or been terminated (in the case of waiting periods); and (iib) No provision there shall not be in force any Order of any applicable law court of competent jurisdiction or regulation Applicable Law in any jurisdiction in which Seller and no judgmentits Subsidiaries (taken as a whole) or Buyer and its Subsidiaries (taken as a whole) have material assets or material business operations enjoining, injunction, order prohibiting or decree shall prohibit rendering illegal the consummation of the Closing. There shall not be pending or threatened any claim, suit, action or proceeding by any governmental agency before any court or governmental agency, seeking to prohibit or restrain the transactions contemplated by this Agreement or seeking material damages in connection therewith. (iii) This Agreement and the consummation of the transactions contemplated hereby shall have been approved by the Insurance Departments of the Required Jurisdictions and the jurisdictions set forth on Schedule 4.03 or shall not have been disapproved by such Departments and the period of time during which such Departments and jurisdictions may, under applicable law, disapprove this Agreement and the consummation of such transactions shall have lapsed, and the parties shall have received reasonably satisfactory evidence of such approvals or non-disapprovals.