Conditions to Obligations of Buyer and Sellers. The obligations of Buyer and Sellers to consummate the Closing are subject to the satisfaction of the following conditions:
(a) No provision of any Applicable Law shall prohibit the consummation of the Closing.
Conditions to Obligations of Buyer and Sellers. The obligations of Buyer and Sellers to consummate the transactions contemplated hereby shall be subject to the fulfilment as of the Closing of the following conditions:
Conditions to Obligations of Buyer and Sellers. The obligations of Buyer and Sellers to consummate the Closing are subject to the satisfaction of the following conditions:
(a) Any applicable waiting period under the HSR Act relating to the transactions contemplated hereby shall have expired or been terminated.
(b) No provision of any Applicable Law shall prohibit the consummation of the Closing.
(c) Each of Buyer, Sellers' Representative and the Escrow Agent shall have executed the Escrow Agreement, and such agreement shall be in full force and effect.
Conditions to Obligations of Buyer and Sellers. The obligations of Buyer and Sellers to consummate the Closing are subject to the satisfaction (or, in the case of clauses (b) and (c) of this Section 8.01, waiver by each to the extent permitted under Applicable Law) of each of the following conditions:
(a) no Applicable Law shall prohibit the Transactions or the consummation of the Closing;
(b) all actions by or in respect of or filings with any Governmental Authority required to permit the consummation of the Closing shall have been taken, made or obtained (other than those actions or filings that are customarily obtained after the Closing); and
(c) no injunction, order, decree or judgment of any Governmental Authority of competent jurisdiction shall be in effect which prohibits, restrains or enjoins the consummation of the Transactions; provided that the Party seeking to rely on this Section 8.01(c) as a basis not to consummate the Closing must have used commercially reasonable efforts to prevent the entry of such injunction, order, decree or judgment.
Conditions to Obligations of Buyer and Sellers. The obligations of Buyer and Sellers 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, the Commission of the European Communities shall have declared the transactions contemplated hereby compatible with the common market under Council Regulation (EC) No. 4064/89, or such approval shall have been deemed to have been granted (and any national authority within the European Community to whom such transactions (or any part thereof) have been referred pursuant to Article 9(3) of such regulation shall have granted any clearance or given any consent required) and (iii) any applicable requirements of the Investment Canada Act and the Competition Act of Canada shall have been satisfied.
(b) No provision of any applicable law or regulation and no judgment, or preliminary or permanent injunction, order or decree shall prohibit the consummation of the Closing or shall in any way materially limit, restrict, burden or otherwise impede the use of the Purchase Price by Sellers or their Affiliates.
(c) All material actions by or in respect of, material filings with, and any applicable requirements of, any Governmental Entity required to permit the consummation of the Closing shall have been taken, made, obtained or satisfied, except for any such actions or filings the failure to take, make or obtain which would not have a Material Adverse Effect.
(d) Each of the Transaction Documents shall have been duly executed and delivered by the parties thereto and such agreements shall be in full force and effect upon Closing.
Conditions to Obligations of Buyer and Sellers. 45 Section 8.02 . Conditions to Obligation of Buyer 45 Section 8.03 . Conditions to Obligation of Sellers 46 ARTICLE 9 SURVIVAL; INDEMNIFICATION Section 9.01 . Survival 48 Section 9.02 . Indemnification 48 Section 9.03 . Third Party Claim Procedures 48 Section 9.04 . Direct Claim Procedures 52
Conditions to Obligations of Buyer and Sellers. The obligations of each of Buyer and Sellers to consummate the Closing are subject to the satisfaction or valid waiver at or prior to the Closing of the following conditions:
(a) all waiting periods (including any extension thereof) applicable to the purchase and sale of the Purchased Assets under the HSR Act or any other Antitrust Law set forth on Section 8.01(a) of the Disclosure Schedules shall have expired or been terminated;
(b) no provision of any applicable Law and no judgment, injunction or Order shall then be in effect prohibiting or making illegal the consummation of the Closing;
(c) the FCC Approval shall have been granted;
(d) the Bankruptcy Court shall have entered the Bid Procedures Order on or before 28 days after the Petition Date; and
(e) the Bankruptcy Court shall have entered the Sale Order and the Sale Order shall be a Final Order on or before (i) subject to the Bankruptcy Court’s availability, 49 days after the Petition Date, in the event the IAB Trigger Event occurs and (ii) 85 days after the Petition Date, in the event the IAB Trigger Event does not occur.
Conditions to Obligations of Buyer and Sellers. The obligations of Buyer and Sellers to consummate the Closing are subject to the satisfaction of the following conditions:
(a) Any waiting period applicable to the transactions contemplated hereby under the HSR Act and any applicable foreign antitrust or competition laws shall have expired or been terminated;
(b) No court, arbitrator, tribunal or governmental body, agency or official shall have issued, any order, decree or ruling, and there shall not be any statute, rule or regulation, restraining, enjoining or prohibiting the consummation of the transactions contemplated by this Agreement; provided that the parties shall have used their reasonable best efforts to cause any such order, decree, ruling, statute, rule or regulation to be vacated or lifted; and
(c) all material authorizations, approvals, waivers, consents or Permits which are required to consummate the transactions contemplated in this Agreement from any Governmental Authority shall have been obtained and be in full force and effect.
Conditions to Obligations of Buyer and Sellers. The obligations of each party under this Agreement shall be subject to the satisfaction on or before the Closing Date of each of the following conditions, except to the extent the parties may waive any of such conditions in writing:
Conditions to Obligations of Buyer and Sellers. The obligations of Buyer and Sellers to consummate the Closing are subject to the satisfaction of the following conditions:
(a) No provision of any Applicable Law shall prohibit the consummation of the Closing or the Reorganization, including as expressed in writing by any Governmental Authority.
(b) All actions by or in respect of or filings with any Governmental Authority required to permit the consummation of the Closing shall have been taken, made or obtained, including (i) the approval by the Ho Chi Minh City Department of Planning and Investment of the transfer of the Shares as contemplated under this Agreement and (ii) any approval that is required from a Governmental Authority in Vietnam under the Law on Competition No. 23/2018/QH14 dated June 12, 2018 and effective from July 1, 2019.
(c) The Articles of Buyer shall have been duly adopted and promptly after the Closing, filed by the Buyer with the Registrar of Companies in the Cayman Islands.
(d) The Shareholders Agreement of Buyer substantially in the form attached as Exhibit B hereto shall have been duly executed by the parties thereto.
(e) The Buyer shall have executed and delivered in escrow to the Sellers share security agreements substantially in the form attached as Exhibit C hereto, to be automatically released from escrow once the obligation of the parties contained in Section 5.3(c) of this Agreement becomes capable of performance.
