Initial Closing – Mutual Conditions Clause Samples

Initial Closing – Mutual Conditions. The respective obligations of the Company and the Class A Purchaser to consummate the Initial Issuance, and the respective obligations of the Company and the Class B Purchaser to consummate the issuance, purchase and sale at the Initial Closing of the Initial Aggregate Class B Purchased Units, as well as all obligations of NEP at or after the Initial Closing pursuant to this Agreement, shall be subject to the satisfaction, on or prior to the Initial Issuance Date and the Initial Closing Date, of each of the following conditions (any or all of which may be waived by the Company, the Class A Purchaser or the Class B Purchaser Representative (on behalf of all Class B Purchasers, and upon approval of those Class B Purchasers representing the 869214.30-WILSR01A - MSW right to acquire at least a majority of the Initial Aggregate Class B Purchased Units at the Initial Closing (as set forth in Section II of Schedule A hereto)), in writing, in whole or in part, to the extent permitted by applicable Law): (a) all Governmental Authorizations set forth in Schedule E hereto shall have occurred or been filed or obtained and shall be in full force and effect; (b) all of the conditions to the consummation of the purchase of the Initial Acquired Assets in accordance with the terms of the Asset Purchase Agreement (including the Pine Brooke (Class C) PSA Appendix) shall have been satisfied or, subject to Section 5.05(a), waived by the parties thereto in accordance with the terms thereof, and the Closing (as defined in the Asset Purchase Agreement) of the purchase and sale of the Initial Acquired Assets shall have occurred prior to the Initial Issuance and the Initial Closing hereunder in accordance with the terms thereof and Section 2.01; (c) all of the conditions to the consummation of the PSA Closing set forth in the Sponsor Pine Brooke PSA shall have been satisfied or waived by the parties thereto (other than those conditions which by their nature are to be satisfied at the PSA Closing); (d) no statute, rule, order, decree, or regulation shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority that temporarily, preliminarily or permanently restrains, precludes, enjoins, or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; and (e) there shall not be pending any suit, action, or proceeding by any Governmental Authority seeking to restrain, prec...