Conditions to Obligations of Each Party to Close. The obligations of the Parties to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver, on or before the Closing Date, of the following conditions:
Conditions to Obligations of Each Party to Close. The respective obligations of each party to effect the transactions contemplated by this Agreement are subject to the satisfaction or, where legally permitted, waiver by such party, prior to or at the Primary Closing, of each of the following conditions:
(a) No statute, rule, regulation, executive order, decree, ruling, permanent injunction or other permanent order shall have become effective (and final and nonappealable) permanently restraining, enjoining or otherwise prohibiting or making illegal the consummation of the transactions contemplated hereby.
(b) All Regulatory Approvals set forth on Schedule 11.1(b) (the “Required Government Approvals”) shall have been obtained, and any applicable waiting periods relating thereto shall have expired or been terminated early.
Conditions to Obligations of Each Party to Close. The respective obligations of each party to this Agreement to consummate the Transaction shall be subject to the satisfaction, on or prior to the Closing Date, of each of the following condition(s), any of which may be waived by Purchasers, Seller, Holdco or Company, as applicable, in writing:
Conditions to Obligations of Each Party to Close. The respective obligations of each party to effect the transactions contemplated by this Agreement are subject to the satisfaction or, where legally permitted, waiver by such party, prior to or at the Closing, of each of the following conditions:
(a) No statute, rule, regulation, executive order, decree, ruling, permanent injunction or other permanent order shall have become effective (and final and nonappealable) permanently restraining, enjoining or otherwise prohibiting or making illegal the consummation of the transactions contemplated hereby.
(b) All Regulatory Approvals shall have been obtained, and any applicable waiting periods relating thereto shall have expired or been terminated early.
(c) The Xxxx of Sale and Assignment and Assumption Agreement shall have been duly executed by the parties.
Conditions to Obligations of Each Party to Close. The respective obligations of each party to effect the transactions contemplated by this Agreement are subject to the satisfaction or, where legally permitted, waiver by such party, prior to or at the Closing, of each of the following conditions:
(a) No statute, rule, regulation, executive order, decree, ruling, permanent injunction or other permanent order shall have become effective (and final and nonappealable) permanently restraining, enjoining or otherwise prohibiting or making illegal the consummation of the transactions contemplated hereby.
(b) All Regulatory Approvals set forth on Schedule 11.1(b) (the “Required Government Approvals”) shall have been obtained, and any applicable waiting periods relating thereto shall have expired or been terminated early.
(c) The Primary Closing (as defined in the Primary Purchase Agreement) shall have occurred.
(d) Assignor shall have received confirmation from HSBC that in HSBC’s reasonable judgment this Agreement complies with Section 7.11 of the Primary Purchase Agreement and with all conditions to Assignment in the Primary Purchase Agreement.
Conditions to Obligations of Each Party to Close. The respective obligations of each Party to consummate the Transaction and take the other actions required to be taken by each Party on or prior to the Closing Date shall be subject to the satisfaction of the following conditions (unless waived in writing by Buyer or Seller, as applicable): (a) there shall not be in effect any Order issued by any Governmental Authority preventing the consummation of the Transaction, seeking any Damages as a result of the Transaction, or otherwise materially and adversely affecting the right or ability of the Company to develop, construct, own, lease, license, operate or maintain the Project or the Project Assets or of Buyer to acquire the Membership Interests, nor shall any Proceeding be pending that seeks any of the foregoing; and (b) there shall not be any Applicable Law prohibiting Seller from selling the Membership Interests, prohibiting Buyer from acquiring the Membership Interests or prohibiting the Company from developing, constructing, owning, leasing, licensing, operating or maintaining the Project or the Project Assets, or that makes this Agreement or the consummation of the Transaction illegal.
Conditions to Obligations of Each Party to Close. The respective obligations of each Party to consummate the Closing are subject to the satisfaction of each of the following conditions, any of which may be waived by mutual consent of Seller and Purchaser, in writing:
Conditions to Obligations of Each Party to Close. The obligations of each Party to consummate the transactions contemplated hereby are subject to the satisfaction or waiver by such Party, prior to or at the Closing, of the condition that no Law shall have become effective restraining, enjoining or otherwise prohibiting or making illegal the consummation of the transactions contemplated hereby or the effective operation or enjoyment by Purchaser of the Transferred Assets or the Business.
Conditions to Obligations of Each Party to Close. The obligations of each Party hereunder are subject to the fulfillment or satisfaction on, and as of the Closing, of each of the following conditions (any one or more of which may be waived in writing by MultiCell and Alliance):
Conditions to Obligations of Each Party to Close. The respective obligations of each Party to effect (x) the First Transaction shall be subject to the satisfaction or waiver, at or prior to the First Closing Date, and (y) the Second Transaction shall be subject to the satisfaction or waiver, at or prior to the Second Closing Date, of each of the following conditions (in the case of the foregoing clauses (x) and (y), only to the extent that such conditions apply to the First Transaction or the Second Transaction, as applicable):
