Conditions to the Obligations of Purchaser and Seller. The obligations of the parties hereto to effect the Closing are subject to the satisfaction (or waiver by each party hereto) as of the Closing of the following conditions:
Conditions to the Obligations of Purchaser and Seller. The respective obligations of Purchaser and Seller to effect the Contemplated Transactions shall be subject to the satisfaction or waiver by Purchaser and Seller at or prior to each Closing, of the following conditions:
Conditions to the Obligations of Purchaser and Seller. The respective obligations of each of the Parties to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction or, to the extent permitted by applicable Law, waiver of the following conditions precedent:
(a) There shall be no Governmental Order in existence that prohibits or materially restrains the transactions contemplated by this Agreement or the Ancillary Agreements, and there shall be no Proceeding pending by any Governmental Authority seeking such a Governmental Order.
(b) The transactions contemplated by that certain Asset Purchase Agreement, dated as of the date hereof, by and between Holmdel Pharmaceuticals, LP and Purchaser shall be consummated, in accordance with the terms of such purchase agreement, concurrently with the Closing.
Conditions to the Obligations of Purchaser and Seller. The respective obligations of each of the Parties to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction of the following conditions precedent:
(a) there shall not (i) be in effect any statute, regulation, order, decree or judgment which makes illegal or enjoins or prevents in any respect the consummation of the transactions contemplated by this Agreement, or (ii) have been commenced, and shall be continuing, any action or proceeding by any Governmental Authority which seeks to prevent or enjoin in any respect the transactions contemplated by this Agreement;
(b) the waiting period required under the HSR Act, including any extensions thereof, shall have expired or have been terminated, and any investigations relating to the sale hereunder that may have been opened by either the Department of Justice or the Federal Trade Commission by means of a request for additional information or otherwise shall have terminated and no other waiting period (including any extensions thereof) or any investigation by a Governmental Authority relating to the transactions contemplated hereby shall be unexpired or pending which investigation, in the reasonable opinion of counsel, is likely to result in an action or proceeding seeking to enjoin the entire transaction contemplated herein; and
(c) any approvals or actions of any Governmental Authority having jurisdiction necessary lawfully to consummate the transactions contemplated hereby shall have been given or taken and Seller shall have obtained all those consents and approvals listed on Schedule 3.1(b)(xi).
Conditions to the Obligations of Purchaser and Seller. The obligations of each Party hereunder are subject to the fulfillment at or before Closing of each of the following conditions: (a)
Conditions to the Obligations of Purchaser and Seller. The obligation of Seller hereunder to sell to Purchaser the Shares, and the obligation of the Purchaser to purchase the Shares are subject to the fulfillment, prior to or at the Closing, of the following conditions, unless waived in writing by Purchaser and Seller:
(a) All permits, orders, approvals and consents of, and notices to, registrations and filings with the Ohio Department of Insurance or any other applicable insurance regulatory authority, which are set forth on Disclosure Schedules 3.1.4 and 3.2.3 and required in connection with (i) the execution and delivery of this Agreement (including, without limitation, approval by the Commissioner of Insurance of the State of Ohio for the acquisition by Purchaser of the Company and any action contemplated by Section 2.3(b)) and shall have been filed, obtained or granted.
(b) All consents, authorizations, orders and approvals of, and filings and registrations with, any United States Federal, state or local or foreign governmental commission, board or other regulatory body which are required for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, shall have been obtained or made.
(c) The consummation of the transactions contemplated hereunder shall not have been prohibited or restrained by an order, injunction, decree, ruling or judgment of any court, governmental agency or other regulatory agency or commission.
Conditions to the Obligations of Purchaser and Seller. The obligation of Seller hereunder to sell to Purchaser the Triumphe Shares, and the obligation of the Purchaser to purchase the Triumphe Shares are subject to the fulfillment, prior to or at the Closing, of the following conditions, unless waived in writing by Purchaser and Seller, except the condition set forth in subsection (a) below, which is not waiveable:
(a) all permits, orders, approvals and consents of, and notices to, registrations and filings with the Pennsylvania Department of Insurance, or any other applicable insurance regulatory authority, which are identified in Sections 3.1.4 and 3.2.3 or set forth on Disclosure Schedules 3.1.4 and 3.2.3 and required in connection with (i) the execution and delivery of this Agreement (including, without limitation, approval by the Commissioner of Insurance of the Commonwealth of Pennsylvania for the acquisition by Purchaser of the Company and any action contemplated by Section 2.3), (ii) the termination of the Affiliate Agreements in the manner required by this Agreement, and the consummation of the transactions contemplated hereby and thereby shall have been received or made, and such permits, orders, approvals and consents shall be effective and shall not have been suspended, revoked or stayed by action of any governmental authority;
(b) the Escrow Agreement shall have been executed and delivered;
(c) the Purchaser shall have agreed to assume, concurrently with the execution of this Agreement, 100% of the Interests and Liabilities under the Commercial Auto Quota Share Reinsurance Agreement effective as of January 1, 2003, as amended, with such assumption to be retroactive to January 1, 2005;
(d) all other consents, authorizations, orders and approvals of, and filings and registrations with, any United States Federal, state or local or foreign governmental commission, board or other regulatory body which are required for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, shall have been obtained or made;
(e) the consummation of the transactions contemplated hereunder shall not have been prohibited or restrained by an order, injunction, decree or judgment of any court, governmental agency or other regulatory agency or commission; and
(f) the documentation evidencing the reimbursement obligations to Volvo Group Treasury in respect of the letters of credit identified on Schedule 2.2 shall be modified in a manner mutually acceptable to Seller and Purchas...
Conditions to the Obligations of Purchaser and Seller. The obligation of each of Purchaser and Seller to consummate the Transactions shall be subject to the satisfaction or (to the extent permissible under applicable Law) waiver by the applicable Party, on or prior to the Closing Date of the following conditions precedent:
(a) There shall not (i) be in effect any Law or Governmental Order issued by any court of competent jurisdiction or other Governmental Authority with competent jurisdiction that makes illegal or enjoins or prevents the consummation of the Transactions or (ii) have been commenced and be continuing any Action by any court of competent jurisdiction or other Governmental Authority with competent jurisdiction that seeks to make illegal, enjoin or prevent the Transactions.
Conditions to the Obligations of Purchaser and Seller. The obligations of Purchaser and Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment or satisfaction, on or prior to the Closing Date, of the following conditions:
(a) No Governmental Body of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law, injunction or other Order having the effect of making the the transactions contemplated by this Agreement illegal or otherwise prohibiting consummation of the transactions contemplated by this Agreement.
Conditions to the Obligations of Purchaser and Seller. The obligations of the parties hereto to effect the Closing are subject to the satisfaction (or waiver) prior to the Closing Date of the following conditions:
(a) NO INJUNCTIONS; ORDERS. There shall not be in effect any Order by any Governmental Authority of competent jurisdiction that prohibits or enjoins the Merger or the performance of any material portion of this Agreement or the Transaction Documents.
