Common use of General conditions precedent Clause in Contracts

General conditions precedent. The respective obligations of the Buyer and the Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may, to the extent permitted by applicable Law, be waived in writing by either party in its sole discretion (provided that such waiver shall only be effective as to the obligations of such party): (a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent), that is then in effect and that enjoins, restrains, makes illegal or otherwise prohibits the consummation of the transactions contemplated by this Agreement. (b) The parties shall have obtained all necessary regulatory approvals required by applicable Law. Any waiting period (and any extension thereof) under the antitrust and competition laws applicable to the transactions contemplated by this Agreement shall have expired or been terminated. All other material consents of, or registrations, declarations or filings with, any Governmental Authority legally required for the consummation of the transactions contemplated by this Agreement shall have been obtained or filed. (c) The DOJ shall have provided written notice to Continental AG, Veyance Technologies Inc., and the Divestiture Trustee, if there is one, that it does not object to the transactions contemplated by this Agreement. (d) The Federal Economic Competition Commission of Mexico (the “FECC”), shall have either (i) provided written notice to Continental AG, the Share Sellers and the Buyer (as notifying parties) that it approves of the Buyer and does not object to the transactions contemplated by this Agreement or (ii) failed to issue any resolution regarding the proposed divestiture under Section V(C) of the Resolution (File No. CNT-084-2014), within the maximum applicable term as set forth in Section V(C). (e) The Administrative Council for Economic Defense of Brazil (“XXXX”) shall have provided written notice to Continental AG, Veyance Technologies, Inc., and the Divestiture Trustee, if there is one, that it does not object to the transactions contemplated by this Agreement. The conditions set forth under this Section 7.1 shall be deemed to be conditions precedent. The transactions contemplated by this Agreement will not be effected, will not render any legal or material effect (and no direct or indirect control over the Shares or the Transferred Assets will be legally or in fact acquired or exercised by the Buyer), unless and until the conditions precedent set forth in this Section are met or waived by the Parties, and the Closing of this Agreement takes place according to Section 2.7 of this Agreement.

General conditions precedent. The respective obligations of the Buyer and the Sellers following must be satisfied as conditions precedent to consummate the transactions contemplated by this Agreement shall be subject Lender's obligation to the fulfillment, make any Advance at or prior to the Closing, of each of the following conditions, any of which may, to the extent permitted by applicable Law, be waived in writing by either party in its sole discretion (provided that such waiver shall only be effective as to the obligations of such party):time: (a) No Governmental Authority All representations and warranties set forth in this Agreement, in each Application for Advance and in all other Loan Documents shall have enactedbe true and correct, issuedin all material respects, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent), that is then in effect on and that enjoins, restrains, makes illegal or otherwise prohibits the consummation as of the transactions contemplated by this Agreementdate of any such Advance, with the same effect as if made and repeated on that date. (b) The parties shall have obtained As of the date of any such Advance, (1) Borrower is in material compliance with all necessary regulatory approvals of the covenants, agreements, obligations and undertakings required to be performed by applicable Law. Any waiting period (Borrower under this Agreement and any extension thereof) under the antitrust and competition laws applicable to the transactions contemplated by this Agreement shall have expired or been terminated. All other material consents of, or registrations, declarations or filings with, any Governmental Authority legally required for the consummation of the transactions contemplated by this Agreement Loan Documents unless compliance thereof shall have been obtained or filed.waived in writing by Lender; (c2) The DOJ No Event of Default as defined herein or in any other Loan Documents, and no event or condition which with the notice or the passage of time or both as prescribed herein or in such other Loan Documents, would reasonably be expected to constitute any such Event of Default has occurred and remains uncured to Lender's reasonable satisfaction; (3) There shall have provided written notice been no material adverse change in the net income or condition of the Property or in the business or financial condition or management of Borrower and no material condemnation or adverse zoning or usage change proceedings shall have been commenced or, to Continental AGBorrower's Knowledge, Veyance Technologies Inc.threatened against the Property; (4) All statements contained in Borrower's Application for Advance are true and correct, in all material respects, and the Divestiture Trustee, if there is one, that it does not object all other certificates furnished to the transactions contemplated Lender by this Agreement. (d) The Federal Economic Competition Commission or on behalf of Mexico (the “FECC”), shall have either (i) provided written notice to Continental AG, the Share Sellers and the Buyer (as notifying parties) that it approves of the Buyer and does not object to Borrower or in connection with the transactions contemplated by this Agreement or any of the other Loan Documents are true and correct, in all material respects, and there are no facts or events known to Borrower which, if disclosed to Lender, would make such statements or certificates untrue in any material respect; and (5) All documentation shall at all times be in form and content reasonably acceptable to Lender. (c) It shall also be a condition to Lender's obligation to make any Advance that Lender has received the approval of the Application for Advance by the Inspecting Architects/Engineers so long as the Inspecting Architects/Engineers provide such approvals within the time periods required for such Advance under the Development Agreement. (d) Lender shall have no obligation: (i) to make any Advance if any condition precedent set forth herein has not been fully satisfied, (ii) failed to issue make any resolution regarding Advance for a line item which exceeds the proposed divestiture under sums for such line item on the Approved Budget (subject to the provisions of Section V(C) of the Resolution (File No. CNT-084-20142.14 hereof), within (iii) to make more than one (1) Advance in any one (1) month, and (iv)to make any Advance which would cause the aggregate of all Advances by Lender to exceed the maximum applicable term as amount set forth in Section V(C)2.18 hereof. (e) The Administrative Council for Economic Defense of Brazil (“XXXX”) shall have provided written notice to Continental AG, Veyance Technologies, Inc., and the Divestiture Trustee, if there is one, that it does not object to the transactions contemplated by this Agreement. The conditions set forth under this Section 7.1 shall be deemed to be conditions precedent. The transactions contemplated by this Agreement will not be effected, will not render any legal or material effect (and no direct or indirect control over the Shares or the Transferred Assets will be legally or in fact acquired or exercised by the Buyer), unless and until the conditions precedent set forth in this Section are met or waived by the Parties, and the Closing of this Agreement takes place according to Section 2.7 of this Agreement.

General conditions precedent. The respective obligations of the Buyer and the Sellers parties hereto to consummate the transactions contemplated by this Agreement shall be hereby, and in particular the Amalgamation, are subject to the fulfillmentsatisfaction, at on or prior to before the ClosingEffective Date, of each of the following conditions, any of which maymay be waived by the mutual consent of such parties without prejudice to their right to rely on any other of such conditions, subject to the extent permitted by applicable Law, be waived in writing by either party in its sole discretion (provided that such waiver shall only be effective as to the obligations last paragraph of such party):this Section 17: (a) No Governmental Authority the Amalgamation shall have enactedbe approved by the PsyTech Shareholders in accordance with the applicable provisions of the Act; (b) the Articles of Amalgamation to be filed with the Director in accordance with the Amalgamation shall be in form and substance satisfactory to each of Wesana and PsyTech, issued, promulgated, enforced acting reasonably; (c) there shall not be in force any order or entered any Law (whether temporary, preliminary decree restraining or permanent), that is then in effect and that enjoins, restrains, makes illegal or otherwise prohibits enjoining the consummation of the transactions contemplated by this Agreement., including, without limitation, the Amalgamation; (bd) The parties all necessary third party, regulatory and governmental approvals, waivers and consents in respect of the transactions contemplated herein shall have been obtained all necessary regulatory approvals required on terms and conditions satisfactory to Wesana and PsyTech, each acting reasonably; (e) no material Action shall be pending or threatened by applicable Law. Any waiting period any Person and there shall be no action taken under any existing Applicable Law or regulation, nor any statute, rule, regulation or order which is enacted, enforced, promulgated or issued by any Governmental Authority, that: (and i) makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits the Amalgamation or any extension thereofother transactions contemplated herein; or (ii) under the antitrust and competition laws applicable results in a judgment or assessment of material damages directly or indirectly relating to the transactions contemplated by herein; and (f) this Agreement shall not have expired or been terminatedterminated pursuant to Section 22 hereof. All other material consents of, or registrations, declarations or filings with, any Governmental Authority legally required The conditions described above are for the consummation mutual benefit of Wesana, PsyTech and Subco and may be asserted by Wesana, PsyTech and Subco regardless of the transactions contemplated by this Agreement shall have been obtained or filed. (c) The DOJ shall have provided written notice to Continental AG, Veyance Technologies Inc.circumstances, and such conditions (other than the Divestiture Trustee, if there is one, that it does not object to the transactions contemplated by this Agreement. (d) The Federal Economic Competition Commission of Mexico (the “FECC”), shall have either (i) provided written notice to Continental AG, the Share Sellers and the Buyer (as notifying parties) that it approves of the Buyer and does not object to the transactions contemplated by this Agreement or (ii) failed to issue any resolution regarding the proposed divestiture under Section V(C) of the Resolution (File No. CNT-084-2014), within the maximum applicable term as condition set forth in Section V(C). (eSubsection 17(a) The Administrative Council for Economic Defense of Brazil (“XXXX”above) shall have provided written notice to Continental AGmay be waived by Wesana, Veyance TechnologiesPsyTech and Subco in their sole discretion, Inc., and the Divestiture Trustee, if there is one, that it does not object to the transactions contemplated by this Agreement. The conditions set forth under this Section 7.1 shall be deemed to be conditions precedent. The transactions contemplated by this Agreement will not be effected, will not render any legal or material effect (and no direct or indirect control over the Shares or the Transferred Assets will be legally in whole or in fact acquired or exercised by the Buyer)part, unless at any time and until the conditions precedent set forth in this Section are met or waived by the Partiesfrom time to time without prejudice to any other rights which Wesana, PsyTech and the Closing of this Agreement takes place according to Section 2.7 of this AgreementSubco may have.

General conditions precedent. The respective obligations of the Buyer and the Sellers parties hereto to consummate the transactions contemplated by this Agreement shall be hereby, and in particular the Amalgamation, are subject to the fulfillmentsatisfaction, at on or prior to before the ClosingEffective Date, of each of the following conditions, any of which maymay be waived by the mutual consent of such parties without prejudice to their right to rely on any other of such conditions, subject to the extent permitted by applicable Law, be waived in writing by either party in its sole discretion (provided that such waiver shall only be effective as to the obligations last paragraph of such party):this Section 18: (a) No Governmental Authority the Amalgamation shall have enactedbe approved by the Lucid Shareholders in accordance with the applicable provisions of the Act; (b) the Articles of Amalgamation to be filed with the Director in accordance with the Amalgamation shall be in form and substance satisfactory to each of FSD and Xxxxx, issued, promulgated, enforced acting reasonably; (c) there shall not be in force any order or entered any Law (whether temporary, preliminary decree restraining or permanent), that is then in effect and that enjoins, restrains, makes illegal or otherwise prohibits enjoining the consummation of the transactions contemplated by this Agreement., including, without limitation, the Amalgamation; (bd) The parties all necessary third party, regulatory and governmental approvals, waivers and consents in respect of the transactions contemplated herein shall have been obtained all necessary regulatory approvals required on terms and conditions satisfactory to FSD and Lucid, each acting reasonably; (e) no material Action shall be pending or threatened by applicable Law. Any waiting period any Person and there shall be no action taken under any existing Applicable Law or regulation, nor any statute, rule, regulation or order which is enacted, enforced, promulgated or issued by any Governmental Authority, that: (and i) makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits the Amalgamation or any extension thereofother transactions contemplated herein; or (ii) under the antitrust and competition laws applicable results in a judgment or assessment of material damages directly or indirectly relating to the transactions contemplated by herein; and (f) this Agreement shall not have expired or been terminatedterminated pursuant to Section 23 hereof. All other material consents of, or registrations, declarations or filings with, any Governmental Authority legally required The conditions described above are for the consummation mutual benefit of FSD, Lucid and Subco and may be asserted by FSD, Lucid and Subco regardless of the transactions contemplated by this Agreement shall have been obtained or filed. (c) The DOJ shall have provided written notice to Continental AG, Veyance Technologies Inc.circumstances, and such conditions (other than the Divestiture Trustee, if there is one, that it does not object to the transactions contemplated by this Agreement. (d) The Federal Economic Competition Commission of Mexico (the “FECC”), shall have either (i) provided written notice to Continental AG, the Share Sellers and the Buyer (as notifying parties) that it approves of the Buyer and does not object to the transactions contemplated by this Agreement or (ii) failed to issue any resolution regarding the proposed divestiture under Section V(C) of the Resolution (File No. CNT-084-2014), within the maximum applicable term as condition set forth in Section V(C). (eSubsection 18(a) The Administrative Council for Economic Defense of Brazil (“XXXX”above) shall have provided written notice to Continental AGmay be waived by FSD, Veyance TechnologiesLucid and Subco in their sole discretion, Inc., and the Divestiture Trustee, if there is one, that it does not object to the transactions contemplated by this Agreement. The conditions set forth under this Section 7.1 shall be deemed to be conditions precedent. The transactions contemplated by this Agreement will not be effected, will not render any legal or material effect (and no direct or indirect control over the Shares or the Transferred Assets will be legally in whole or in fact acquired or exercised by the Buyer)part, unless at any time and until the conditions precedent set forth in this Section are met or waived by the Partiesfrom time to time without prejudice to any other rights which FSD, Lucid and the Closing of this Agreement takes place according to Section 2.7 of this AgreementSubco may have.

General conditions precedent. The respective obligations of the Buyer and the Sellers parties hereto to consummate the transactions contemplated by this Agreement shall be hereby, and in particular the Amalgamation, are subject to the fulfillmentsatisfaction, at on or prior to before the ClosingEffective Date, of each of the following conditions, any of which maymay be waived by the mutual consent of such parties without prejudice to their right to rely on any other of such conditions, subject to the extent permitted by applicable Law, be waived in writing by either party in its sole discretion (provided that such waiver shall only be effective as to the obligations last paragraph of such party):this Section 18: (a) No Governmental Authority the Amalgamation shall have enactedbe approved by the Lucid Shareholders in accordance with the applicable provisions of the Act; (b) the Articles of Amalgamation to be filed with the Director in accordance with the Amalgamation shall be in form and substance satisfactory to each of FSD and Lucid, issued, promulgated, enforced acting reasonably; (c) there shall not be in force any order or entered any Law (whether temporary, preliminary decree restraining or permanent), that is then in effect and that enjoins, restrains, makes illegal or otherwise prohibits enjoining the consummation of the transactions contemplated by this Agreement., including, without limitation, the Amalgamation; (bd) The parties all necessary third party, regulatory and governmental approvals, waivers and consents in respect of the transactions contemplated herein shall have been obtained all necessary regulatory approvals required on terms and conditions satisfactory to FSD and Lucid, each acting reasonably; (e) no material Action shall be pending or threatened by applicable Law. Any waiting period any Person and there shall be no action taken under any existing Applicable Law or regulation, nor any statute, rule, regulation or order which is enacted, enforced, promulgated or issued by any Governmental Authority, that: (and i) makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits the Amalgamation or any extension thereofother transactions contemplated herein; or (ii) under the antitrust and competition laws applicable results in a judgment or assessment of material damages directly or indirectly relating to the transactions contemplated by herein; and (f) this Agreement shall not have expired or been terminatedterminated pursuant to Section 23 hereof. All other material consents of, or registrations, declarations or filings with, any Governmental Authority legally required The conditions described above are for the consummation mutual benefit of FSD, Lucid and Subco and may be asserted by FSD, Lucid and Subco regardless of the transactions contemplated by this Agreement shall have been obtained or filed. (c) The DOJ shall have provided written notice to Continental AG, Veyance Technologies Inc.circumstances, and such conditions (other than the Divestiture Trustee, if there is one, that it does not object to the transactions contemplated by this Agreement. (d) The Federal Economic Competition Commission of Mexico (the “FECC”), shall have either (i) provided written notice to Continental AG, the Share Sellers and the Buyer (as notifying parties) that it approves of the Buyer and does not object to the transactions contemplated by this Agreement or (ii) failed to issue any resolution regarding the proposed divestiture under Section V(C) of the Resolution (File No. CNT-084-2014), within the maximum applicable term as condition set forth in Section V(C). (eSubsection 18(a) The Administrative Council for Economic Defense of Brazil (“XXXX”above) shall have provided written notice to Continental AGmay be waived by FSD, Veyance TechnologiesLucid and Subco in their sole discretion, Inc., and the Divestiture Trustee, if there is one, that it does not object to the transactions contemplated by this Agreement. The conditions set forth under this Section 7.1 shall be deemed to be conditions precedent. The transactions contemplated by this Agreement will not be effected, will not render any legal or material effect (and no direct or indirect control over the Shares or the Transferred Assets will be legally in whole or in fact acquired or exercised by the Buyer)part, unless at any time and until the conditions precedent set forth in this Section are met or waived by the Partiesfrom time to time without prejudice to any other rights which FSD, Lucid and the Closing of this Agreement takes place according to Section 2.7 of this AgreementSubco may have.