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 Buyer and Seller to consummate the Transactions are subject to the satisfaction (or, if permitted by applicable Law, waiver by the Party for whose benefit such condition exists) of the following conditions:
(a) no Law or Order shall be in effect that prohibits or makes illegal the consummation of the Transactions; and
(b) all third party consents and regulatory approvals set forth on Schedule 7.1(b) shall have been obtained;
(c) the applicable waiting period under the HSR Act shall have expired or been terminated and any required approvals thereunder shall have been obtained;
(d) bcIMC shall have waived or be deemed to have waived all applicable rights that it is entitled to pursuant to Section 3.9 of the Stockholders Agreement with respect to the Transactions contemplated by this Agreement; and
(e) bcIMC shall have delivered the executed Joinder to each of Buyer and Seller.
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 obligations of Buyer and Seller to consummate, or cause to be consummated, the transactions contemplated by this Agreement are subject to the satisfaction of the following conditions at or prior to the Closing, any one or more of which may be waived in writing by the Parties:
(a) all waiting periods under the HSR Act relating to the transactions contemplated hereby shall have expired or been terminated; and
(b) other than with respect to any Regulatory Approval not described in Section 8.01(a), no Law or Governmental Order shall be in effect enjoining, making illegal or otherwise prohibiting the consummation of the transactions contemplated by this Agreement (each, a “Closing Legal Impediment”); provided, however, that the foregoing shall not be a condition to Buyer’s obligations to consummate, or cause to be consummated, the transactions contemplated by this Agreement unless Buyer shall have taken all actions required by Section 5.03 (as qualified by any “reasonable best efforts” or similar standards set forth therein) to prevent the occurrence or entry of any such Closing Legal Impediment and to remove or appeal as promptly as possible any such Closing Legal Impediment.
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 the following conditions:
(a) 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 become or deemed applicable to any of the transactions contemplated by this Agreement by any Governmental Authority, which would (i) prohibit the sale of the Assets to Buyer or (ii) prevent or make illegal the consummation of any transactions contemplated by this Agreement.
(b) All of the Required Consents noted with an asterisk (*) on Schedules 5.5, 5.6 and 5.7 have been obtained or given and are in full force and effect.
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.
