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

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 each of Purchaser and Seller to consummate, or cause to be consummated, consummate the transactions contemplated hereby Closing are subject to the satisfaction satisfaction, or waiver by each party entitled to the benefit of such condition, at or prior to the Closing of the following conditions, any one or more of which may be waived in writing by such parties: (ai) No statute, rule or regulation shall have been enacted or promulgated by any Governmental Authority which prohibits the consummation of the Closing; and there shall be no order of injunction of a court of competent jurisdiction in effect precluding consummation of the Closing. No provision of any applicable law shall prohibit the consummation of the Closing. (ii) All necessary permitsactions, approvalsconsents or approvals by or in respect of or filings with any Governmental Authority required to permit the consummation of the Closing shall have been taken, clearancesmade or obtained and shall be in full force and effect, including any required regulatory approvals in the United States, the United Kingdom (“UK”) and consents of, Hong Kong and all approvals pursuant to competition laws listed on Schedule 6.A(ii), except for any such actions, consents, approvals or filings withthe failure to take, Governmental Authorities required make or obtain would not reasonably be expected to be procured by have, individually or in the aggregate, a material adverse effect on the ability of Purchaser or Seller in connection with to consummate 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 obtainedto perform its obligations hereunder. (biii) 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, Purchaser and neither Purchaser nor Seller shall have received notice obtained from any Governmental Authority that it has determined the UK Pensions Regulator a clearance, in form and substance satisfactory to institute any suit or proceeding to restrain or enjoin the consummation each party, in respect of the transactions contemplated hereby to the effect that: a. the UK Pensions Regulator shall not, in relation to any UK pension plan in respect of which any member of the Company Group is an employer, issue a contribution notice under Section 38 of the Pensions Act 2004 addressed to all or to nullify or render ineffective this Agreement if consummatedany of the following: (ww) the Company Group, (xx) the Seller and its subsidiaries (the “Seller Group”), (yy) the Purchaser and its subsidiaries (the “Purchaser Group”), or to take (zz) any other action which would result in Associate who falls within the prohibition scope of a contribution notice under Section 38 of the Pensions Xxx 0000 or a material change in the terms financial support direction under Section 43 of the transactions contemplated hereby; providedPensions Act 2004 (each a “Potential Target Person”), however, that, the foregoing condition shall not relieve Purchaser of its obligation under Section 5.1 hereof.and

Conditions to Obligations of Purchaser and Seller. The obligations of Purchaser and Seller Sellers under this Agreement to consummatepurchase and sell the Assets and consummate the other transactions contemplated hereby shall be subject to the absence of any order, writ, injunction or cause to decree (collectively, “Order”) having been entered and be consummatedin effect by any court of competent jurisdiction or any authority, and the absence of any requirement of any Governmental Authority having been promulgated or enacted and be in effect, that restrains, enjoins or invalidates the transactions contemplated hereby are subject (a “Restrictive Order”). If any Restrictive Order is in effect at Closing, either Purchaser or Sellers may terminate this Agreement by written notice to the satisfaction other party and to the Escrow Agent, at which point, so long as Purchaser is not in material default or material breach of its obligations under this Agreement, the following conditionsDeposit shall be promptly paid to and retained by Purchaser; provided that if any Restrictive Order shall be in effect as a direct or indirect result of any of Purchaser’s or its affiliates’ acts or omissions and Purchaser or Sellers terminate this Agreement, 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 termination shall constitute a material default by Purchaser or Seller in connection with the transactions contemplated by this Agreement shall have been procuredhereunder, 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 entitling Sellers to all rights and remedies provided under Section 12.2 hereof (and 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 entitled to 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 hereofDeposit).

Conditions to Obligations of Purchaser and Seller. The respective obligations of Seller and 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 consummate the transactions contemplated by this Agreement shall have been procured, it being understood, however, any other consents, authorizations or approvals, are subject to the absence of which would not have a material adverse effect fulfillment on the business, operations or financial condition Closing Date of Purchaser or Seller, need not be obtained.each of the following conditions: (ba) There there shall not be any Law 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 effect making illegal the consummation of the transactions contemplated hereby, and neither Purchaser nor Seller there shall have received notice from not be any Governmental Authority that it has determined to institute any suit or proceeding to restrain or enjoin Order in effect prohibiting the consummation of the transactions contemplated hereby or hereby; (b) any required waiting periods (including any extension thereof) applicable 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 consummation of the transactions contemplated hereby; providedby this Agreement under the HSR Act shall have terminated or expired; (c) the IPUC shall have confirmed in writing to the Company (or, howeverif applicable, any other party hereto) that it has completed its review of the IPUC Notification Filing and any other investigation of the transactions contemplated by this Agreement, and the IPUC shall not have conditioned the consummation of the transactions contemplated by this Agreement on the imposition of any terms and/or conditions on Seller or any of its Subsidiaries, Purchaser or any of its Subsidiaries, or the Company, other than terms and/or conditions that, in the foregoing aggregate, have not had or would not reasonably be expected to have (i) a material adverse effect on the business, financial condition or results of operations of Seller and its Subsidiaries (other than the Company), taken as a whole, (ii) a material adverse effect on the business, financial condition or results of operations of Purchaser and its Subsidiaries, taken as a whole (a “Purchaser Material Adverse Effect”), or (iii) a material adverse effect on the business, financial condition or results of operations of the Company, taken as a whole; the parties acknowledge and agree that a statement by the IPUC reserving its right to regulate the business of the Company from and after the Closing Date in accordance with its regulatory authority shall not relieve be deemed to be an investigation of the transactions contemplated by this Agreement for purposes hereof; and (d) the consent of each Governmental Entity whose name is set forth on Part I of Exhibit C to this Agreement shall have been obtained and shall have become a Final Order, and such Final Orders will not impose any terms and/or conditions other than terms and/or conditions that, in the aggregate, have not had or would not reasonably be expected to have (i) a Purchaser Material Adverse Effect or (ii) if any such terms and/or conditions apply to the Company, a material adverse effect on the business, financial condition or results of its obligation under Section 5.1 hereofoperations of the Company, taken as a whole.

Conditions to Obligations of Purchaser and Seller. The respective obligations of each of Purchaser and Seller to consummate, or cause to be consummated, consummate the transactions contemplated hereby Closing are subject to the satisfaction satisfaction, or waiver by each party entitled to the benefit of such condition, at or prior to the Closing of the following conditions, any one or more of which may be waived in writing by such parties: (ai) No statute, rule or regulation shall have been enacted or promulgated by any Governmental Authority which prohibits the consummation of the Closing; and there shall be no order of injunction of a court of competent jurisdiction in effect precluding consummation of the Closing. No provision of any applicable law shall prohibit the consummation of the Closing. (ii) All necessary permitsactions, approvalsconsents or approvals by or in respect of or filings with any Governmental Authority required to permit the consummation of the Closing shall have been taken, clearancesmade or obtained and shall be in full force and effect, including any required regulatory approvals in the United States, the United Kingdom (“UK”) and consents of, Hong Kong and all approvals pursuant to competition laws listed on Schedule 6.A(ii), except for any such actions, consents, approvals or filings withthe failure to take, Governmental Authorities required make or obtain would not reasonably be expected to be procured by have, individually or in the aggregate, a material adverse effect on the ability of Purchaser or Seller in connection with to consummate 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 obtainedto perform its obligations hereunder. (biii) 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, Purchaser and neither Purchaser nor Seller shall have received notice obtained from any Governmental Authority that it has determined the UK Pensions Regulator a clearance, in form and substance satisfactory to institute any suit or proceeding to restrain or enjoin the consummation each party, in respect of the transactions contemplated hereby to the effect that: a. the UK Pensions Regulator shall not, in relation to any UK pension plan in respect of which any member of the Company Group is an employer, issue a contribution notice under Section 38 of the Pensions Act 2004 addressed to all or to nullify or render ineffective this Agreement if consummatedany of the following: (ww) the Company Group, (xx) the Seller and its subsidiaries (the “Seller Group”), (yy) the Purchaser and its subsidiaries (the “Purchaser Group”), or to take or (zz) any other action which would result in Associate who falls within the prohibition scope of a contribution notice under Section 38 of the Pensions Xxx 0000 or a material change in the terms financial support direction under Section 43 of the transactions contemplated hereby; providedPensions Act 2004 (each a “Potential Target Person”), however, that, the foregoing condition shall not relieve Purchaser of its obligation under Section 5.1 hereof.and

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. (b) In connection with the consummation of the transactions contemplated by this Agreement, howeverSeller shall have obtained all necessary approvals and consents to the consummation of the transactions contemplated hereby from its senior lenders, thatincluding without limitation, releases from any and all applicable Liens created by such lenders and releases from any and all guarantees of each of the foregoing condition Company and its Subsidiaries. (c) The issuance of the Lamax Xxxres and the Lamax Xxxplemental Shares shall not relieve Purchaser have been duly approved by the stockholders of its obligation under Section 5.1 hereofPurchaser.

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 material permits, approvals, clearances, and consents of, and all filings with, Governmental Authorities (including approvals under all applicable Antitrust Laws and the approval of the Inspector of Strategic Products and the United States Department of State) in all applicable jurisdictions required to be procured by Purchaser Purchaser, Seller or Seller the Company in connection with the transactions contemplated by this Agreement hereby shall have been procured, it being understood, however, any other consents, authorizations procured or approvals, the absence of which would not filed and all applicable waiting periods in connection therewith shall have a material adverse effect on the business, operations expired or financial condition of Purchaser or Seller, need not be obtainedbeen terminated. (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 Governmental Authority seeking an order or decree, restraining, enjoining or prohibiting the consummation of the transactions contemplated herebyhereby or by the Ancillary Agreements and none of Purchaser, and neither Purchaser nor Seller or the Company 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 by the Ancillary Agreements or to nullify or render ineffective this Agreement or any of the Ancillary Agreements 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, hereby or by the foregoing condition Ancillary Agreements. (c) Seller shall have delivered a certified set of Disclosure Schedules and either (i) Purchaser shall not relieve have delivered to Seller a written notice objecting to such Disclosure Schedules in accordance with Section 2.6 or (ii) any such objection shall have been resolved or withdrawn in a manner mutually satisfactory to each of Purchaser of its obligation under Section 5.1 hereofand Seller.