Common use of Conditions to the Obligations of Buyer and Seller Clause in Contracts

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 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 7.1.1 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 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 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 a Governmental Authority, which would (a) prohibit Buyer's ownership or operation of all or a material portion of any System, the Relevant Business or the Assets, (b) compel Buyer to dispose of or hold separate all or a material portion of any Systems, the Relevant Business or the Assets as a result of any of the transactions contemplated by this Agreement 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.