Conditions to the Obligations of Buyer and Seller. The obligations of each party to consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or before the Closing, of the following, which may be waived by the parties to the extent not prohibited by applicable Legal Requirements:
Conditions to the Obligations of Buyer and Seller. The obligations of the parties hereto to effect the Closing are subject to the satisfaction (or written waiver) prior to the Closing of the following conditions:
Conditions to the Obligations of Buyer and Seller. The obligations of each party to consummate the transactions contemplated by this Agreement to take place at the Closing are subject to the satisfaction or waiver, to the extent permitted by applicable Legal Requirements, at or prior to the Closing Date, of each of the following conditions:
9.1.1 No action, suit or proceeding is pending or threatened by or before any Governmental Authority and no Legal Requirement has been enacted, promulgated or issued or deemed applicable to any of the transactions contemplated by this Agreement by any Governmental Authority, which would (a) prohibit Buyer's ownership or operation of all or a material portion of any System, the Business or the Assets, (b) compel Buyer to dispose of or hold separate all or a material portion of any Systems, the Business or the Assets as a result of any of the transactions contemplated by this Agreement or (c) prevent or make illegal the consummation of any transactions contemplated by this Agreement.
9.1.2 All filings required under the HSR Act, if any, have been made and the applicable waiting period has expired or been earlier terminated without the receipt of any objection or the commencement or threat of any litigation by a Governmental Authority of competent jurisdiction to restrain the consummation of the transactions contemplated by this Agreement.
Conditions to the Obligations of Buyer and Seller. The obligations of each of Seller and Buyer to consummate the sale of the Acquired Assets and the assumption of the Assumed Liabilities are subject to the satisfaction of the following conditions:
(a) any applicable waiting period under the HSR Act relating to the sale of the Acquired Assets shall have expired or been terminated and no action shall have been instituted by the Department of Justice or Federal Trade Commission challenging or seeking to enjoin the consummation of such sale, or the other transactions contemplated by the Transaction Agreements, other than an action which shall have been withdrawn or terminated;
(b) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the transactions contemplated by the Transaction Agreements;
(c) the Ancillary Agreements, in form and substance reasonably satisfactory to Seller and Buyer, shall have been executed and delivered by the parties thereto and shall be in full force and effect; and
(d) each of Seller and Buyer shall have received reasonably satisfactory assurance that the actions to be taken pursuant to Section 6.03 shall have been taken.
Conditions to the Obligations of Buyer and Seller. The obligations of each party to consummate the transactions contemplated by this Agreement to take place at the Closing are subject to the satisfaction or waiver to the extent permitted by applicable Legal Requirements, at or prior to the Closing Date, of each of the following conditions:
9.1.1 No action, suit or proceeding is pending or threatened by or before any Governmental Authority and no Legal Requirement has been enacted, promulgated or issued or deemed applicable to any of the transactions contemplated by this Agreement by a Governmental Authority, which would (a) prohibit Buyer's ownership of the Business or the Assets, (b) compel Buyer to dispose of or hold separate all or a material portion of the Business or the Assets as a result of any of the transactions contemplated by this Agreement, or (c) prevent or make illegal the consummation of any transactions contemplated by this Agreement.
Conditions to the Obligations of Buyer and Seller. The obligations of each party to consummate the transactions contemplated by this Agreement to take place at the Closing are subject to the satisfaction or waiver in writing, to the extent permitted by applicable Legal Requirements, at or prior to the Closing Date of each of the following conditions:
9.1.1 No Legal Requirement has been enacted, promulgated or issued or become or deemed applicable to any of the transactions contemplated by this Agreement by any Governmental Authority, which would (a) prohibit Buyer's ownership of the LLC or the LLC's ownership and operation of all or a material portion of any System, the Business or the Assets or (b) prevent or make illegal the consummation of any transactions contemplated by this Agreement.
Conditions to the Obligations of Buyer and Seller. The obligations of the parties hereto to effect the Closing are subject to the satisfaction (or waiver by both parties) prior to the Closing of the following conditions; provided that if the failure to satisfy any condition set forth in this Section 6.1 is solely with respect to the Group 2 Business or the transactions contemplated herein with respect to the Group 2 Business, Buyer will be relieved only of the obligation to complete the Closing with respect to the Group 2 Business and the Purchase Price shall be reduced as if all the Group 2 Systems were Disputed MCE Systems:
Conditions to the Obligations of Buyer and Seller. The obligations of Buyer and Seller to consummate the transactions contemplated hereby shall be subject to the fulfillment or waiver at or prior to the Closing of the following conditions:
Conditions to the Obligations of Buyer and Seller. The respective obligations of Buyer and Seller to consummate the Acquisition are subject to fulfillment, prior to or at the Closing, of the following conditions (compliance with which or the occurrence of which may be waived in whole or in part by either party in writing with respect to fulfillment of conditions to its own obligations):
(a) No Legal Restraint shall be in effect preventing, enjoining or otherwise preventing or prohibiting the consummation of the Acquisition.
(i) The waiting period required under the HSR Act, including any extensions thereof, shall have expired, (ii) the approval of the European Commission shall have been obtained or deemed to have been obtained pursuant to the EU Merger Regulation and (iii) each Antitrust Approval set forth on Schedule 4.1(b) shall have been obtained or deemed to have been obtained.
Conditions to the Obligations of Buyer and Seller. The obligations of Buyer 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) Subject to Section 2.4, all necessary Permits of, and all filings with, Governmental Authorities required to be procured by Buyer or Seller in connection with the transactions contemplated by this Agreement and set forth on Schedule 5.2(c) shall have been procured; and
(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, specifically restraining, enjoining, or prohibiting the consummation of the transactions contemplated hereby, and neither Buyer 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.
