Conditions to Obligations of Purchaser and Seller. The obligations of Purchaser and Seller to complete the Transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing of the following conditions:
Conditions to Obligations of Purchaser and Seller. The obligations of Purchaser and Seller to consummate, or cause to be consummated, the transactions contemplated hereby are subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by such parties:
(a) All necessary permits, approvals, clearances, and consents of, and all filings with, Governmental Authorities required to be procured by Purchaser or Seller in connection with the transactions contemplated by this Agreement shall have been procured, it being understood, however, any other consents, authorizations or approvals, the absence of which would not have a material adverse effect on the business, operations or financial condition of Purchaser or Seller, need not be obtained.
(b) There shall not be in force any order or decree, statute, rule or regulation nor shall there be on file any complaint by a governmental agency seeking an order or decree, restraining, enjoining or prohibiting the consummation of the transactions contemplated hereby, and neither Purchaser nor Seller shall have received notice from any Governmental Authority that it has determined to institute any suit or proceeding to restrain or enjoin the consummation of the transactions contemplated hereby or to nullify or render ineffective this Agreement if consummated, or to take any other action which would result in the prohibition or a material change in the terms of the transactions contemplated hereby; provided, however, that, the foregoing condition shall not relieve Purchaser of its obligation under Section 5.1 hereof.
Conditions to Obligations of Purchaser and Seller. The respective obligations of Seller and Purchaser to consummate the transactions contemplated by this Agreement are subject to the fulfillment on the Closing Date of each of the following conditions:
(a) there shall not be any Law in effect making illegal the consummation of the transactions contemplated hereby, and there shall not be any Governmental Order in effect prohibiting the consummation of the transactions contemplated hereby; and
(b) any required waiting periods (including any extension thereof) applicable to the consummation of the transactions contemplated by this Agreement under the HSR Act shall have terminated or expired.
Conditions to Obligations of Purchaser and Seller. The respective obligations of Purchaser and Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment or written waiver (to the extent permitted by applicable Law), prior to or at the Closing, of each of the following conditions:
Conditions to Obligations of Purchaser and Seller. Neither Purchaser ------------------------------------------------- nor Seller shall have any obligations, duties, or responsibilities hereunder unless and until each of the following precedent conditions has been performed on or before the Closing Date:
(a) all covenants of Purchaser to be performed on or before the Closing Date shall have been so fulfilled and all instruments and documents required to be delivered by Purchaser to Seller on or before the Closing Date shall have been so delivered;
(b) all warranties and representations of Purchaser as set forth in this Agreement are true and correct and remain true and correct as of the Closing Date;
(c) all covenants of Seller to be performed on or before the Closing Date shall have been so fulfilled and all instruments and documents required to be delivered by Seller to Purchaser on or before the Closing Date shall have been so delivered;
(d) all warranties and representations of Seller as set forth in this Agreement are true and correct and remain true and correct as of the Closing Date; and
(e) no material adverse change in the Business has occurred to the best knowledge of the management of Seller.
Conditions to Obligations of Purchaser and Seller. The obligations of the parties to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction, or waiver in writing by both parties, on or prior to the Closing Date of the following conditions: (a Each party shall have duly filed with the FTC and the Antitrust Division the Report required under the HSR Act with respect to the sale and purchase of the Shares and the waiting period required by the HSR Act, and any extensions thereof obtained by request or other action of the FTC and/or the Antitrust Division, shall have expired or been earlier terminated by the FTC or the Antitrust Division. (b No Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law or non-appealable Order which is in effect on the Closing Date and prohibits the consummation of the Closing.
Conditions to Obligations of Purchaser and Seller. The obligations of Purchaser and Seller to consummate the Closing are subject to the satisfaction of the following conditions:
(a) The Bankruptcy Court shall have entered the Sale Approval Order in the Bankruptcy Case, in form and substance reasonably acceptable to Seller and Purchaser (including a finding that Purchaser is a “good faith” purchaser within the meaning of Section 363(m) of the Bankruptcy Code and waiving any stay that would otherwise be applicable pursuant to Bankruptcy Rules 6004(h) or 6006(d)), and as of the Closing Date the Sale Approval Order shall be in full force and effect and shall not have been stayed, vacated or reversed;
(b) No Order shall be in effect that restrains, enjoins, stays or prohibits the consummation of the Transactions; and
(c) Any applicable waiting period under the HSR Act relating to the Transactions shall have expired or been terminated.
Conditions to Obligations of Purchaser and Seller. The respective obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction, or waiver by Purchaser and Seller, on or prior to the Closing Date, of all of the following conditions precedent:
Conditions to Obligations of Purchaser and Seller. All obligations of Purchaser and Seller to effect the Closing hereunder are subject to the satisfaction at or prior to the Closing of the conditions precedent that follow, any one or more of which may be waived in writing, in whole or in part, by Seller and Purchaser acting jointly:
Conditions to Obligations of Purchaser and Seller. The obligations of Purchaser and Seller to consummate the Closing are subject to the satisfaction of the following conditions:
(a) All terminations or expirations of waiting periods imposed (and any extension thereof) by any Governmental Authority necessary for consummation of the Transactions contemplated under this Agreement, if any, shall have occurred; and
(b) No injunction, stay or similar Order issued by any Governmental Authority shall be in effect that restrains, enjoins, stays or prohibits the consummation of the Transactions.
