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 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 of Seller and Buyer and Seller to consummate the Transactions sale of the Acquired Assets and the assumption of the Assumed Liabilities 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 any applicable waiting period under the HSR Act relating to the sale of the Acquired Assets shall have expired or been terminated and any required approvals thereunder no action shall have been obtainedinstituted 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sale, or the other transactions contemplated by the Transaction Agreements, other than an action which shall have been withdrawn or terminated; (b) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the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) bcIMC each of Seller and Buyer shall have waived or received reasonably satisfactory assurance that the actions to be deemed to have waived all applicable rights that it is entitled to taken pursuant to Section 3.9 of the Stockholders Agreement with respect to the Transactions contemplated by this Agreement; and (e) bcIMC 6.03 shall have delivered the executed Joinder to each of Buyer and Sellerbeen taken.