Conditions to the Obligations of Seller and Buyer. The obligations of Buyer and Seller to consummate the Contemplated Transactions by this Agreement are subject to the satisfaction of the following conditions:
Conditions to the Obligations of Seller and Buyer. The obligations of Seller and Buyer to effect the Closing shall be subject to the fulfillment or waiver by Seller and Buyer on or prior to the Closing Date of the following condition:
(a) No Governmental Authority shall have entered any order that remains in effect which would restrain, enjoin or otherwise prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby in accordance with the terms of this Agreement.
Conditions to the Obligations of Seller and Buyer. The respective obligations of each of Seller and Buyer to consummate the Transactions will be subject to the satisfaction or waiver, at or prior to the Closing, of each of the following conditions (each of which is provided for the benefit of each of the parties hereto and may be waived by a party with respect to the other in whole or in part):
Conditions to the Obligations of Seller and Buyer. The obligations of Seller and Buyer to effect the transactions contemplated herein shall be subject to the satisfaction, at the Closing, of the following conditions:
(a) No statute, rule, regulation, executive order, decree, preliminary or permanent injunction or restraining order shall have been enacted, entered, promulgated or enforced by any Governmental Authority which prohibits the consummation of the transactions contemplated hereby.
(b) All applicable waiting periods (and any extensions thereof) under the HSR Act and under any other applicable Antitrust Laws shall have expired or been terminated and all applicable clearances, approvals, and consents required to be obtained under any other applicable Antitrust Laws to permit the Parties to consummate the transactions contemplated hereby shall have been obtained.
Conditions to the Obligations of Seller and Buyer. The obligations of Seller and Buyer to consummate the Acquisition 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) any applicable waiting period under the HSR Act or Other Antitrust Laws relating to the Acquisition shall have expired or been terminated; and
(b) no statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing the consummation of the Acquisition shall be in effect and no legitimate action, suit, or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge, in each case that would reasonably be expected to (i) prevent consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect).
Conditions to the Obligations of Seller and Buyer. The obligations of Buyer and Seller to consummate the Transactions are subject to the satisfaction (or mutual waiver) as of the Closing of the following conditions:
(a) No actions or proceedings by any Governmental Authority or other Person shall have been instituted which would restrain or prohibit the Transactions or that would impose damages as a result thereof.
(b) All waiting periods under the HSR Act and similar Applicable Law shall have expired.
(c) The closings under the Other Agreements shall have occurred.
Conditions to the Obligations of Seller and Buyer. The obligations of Seller and Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or, if permitted by Law, waiver by the Party for whose benefit such condition exists) of the following conditions:
(a) any applicable waiting period under the HSR Act and each Foreign Competition Law identified on Schedule 3.5 relating to the transactions contemplated by this Agreement shall have expired or been terminated; and
(b) no Order issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement shall be in effect.
Conditions to the Obligations of Seller and Buyer. The obligations of Buyer and Seller to consummate the Contemplated Transactions by this Agreement are subject to the satisfaction of the following conditions:
(a) No Injunction. No provision of any applicable Law and no judgment, injunction, order or decree of any Governmental Body shall prohibit the consummation of the Contemplated Transactions including any provisions of the HSR Act.
(b) No Proceeding or Litigation. No suit, action or proceeding before any Governmental Body instituted by any person shall have been commenced or be pending or threatened against Seller, Buyer or the Stockholder or any of their respective Affiliates, associates, officers or directors, which suit, action or proceeding shall have a reasonable likelihood of success and which suit, action or proceeding seeks to restrain, prevent, change or delay in any material respect the Contemplated Transactions or seeks to challenge any of the terms or provisions of this Agreement or seeks material damages in connection with any of such transactions or seeks to restrain or prevent the ownership and operations by Buyer after the Closing Date of the assets and business of Seller.
Conditions to the Obligations of Seller and Buyer. The obligations of Seller and Buyer to consummate the Stock Purchase 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) any applicable waiting period under the HSR Act relating to the Stock Purchase shall have expired or been terminated;
(b) no statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition preventing the consummation of the Stock Purchase shall be in effect; provided, however, that each of Buyer, Seller and the Company shall have used reasonable efforts to prevent the entry of any such injunction and to appeal as promptly as possible any injunction or other order that may be entered; and
(c) the Company shall have filed (i) an ISRA General Information Notice within five (5) days of the execution of this Agreement with NJDEP for the Rahway Facility, (ii) a Remediation Certification, and posted a Remediation Funding Source, consistent with Section 4.9(b)(i) for the Rahway Facility, and (iii) a De Minimis Quantity Exemption Affidavit with NJDEP for the Bayonne Facility.
Conditions to the Obligations of Seller and Buyer. The obligations of Buyer and Seller to consummate the Contemplated Transactions are subject to the satisfaction of the following conditions, which, in the case of Section 5.1(b), may be waived by Buyer and Seller:
