Common use of No Legal Actions Clause in Contracts

No Legal Actions. No bona fide action or proceeding which seeks to set aside the performance of Buyer's or Seller's obligations hereunder shall have been instituted or threatened by anyone not a party to this Agreement. Neither Seller nor Buyer shall act or fail to act for the intended purpose of permitting or causing any of the foregoing conditions to Seller's obligations to fail. If any of the foregoing conditions to Seller's obligations have not been satisfied on or before the Scheduled Closing Date, and such condition has not previously been waived by Seller, Seller may elect to (X) waive any 3119.001/132866 19 779613.06-LACSR02A - MSW condition set forth above in this Section 8(b) and proceed with Closing in accordance with this Agreement (provided all other conditions precedent have been either waived or satisfied as provided in this Agreement), (Y) in the event of failure of the conditions set forth in clause (ii) above, terminate this Agreement by providing written notice thereof to Buyer, in which event the provisions of Section 9 hereof shall apply, or (Z) in the event of failure of the conditions set forth in clause (i) above, exercise the remedies available to Seller upon a default by Buyer as provided in Section 12(a) hereof pursuant to and in accordance with Section 12(a). If Seller fails to take action under clauses (X), (Y) or (Z) above by providing written notice thereof to Buyer no later than five business days after the Scheduled Closing Date, such failure shall be deemed an election by Seller to waive the condition and proceed with Closing in accordance with this Agreement.

No Legal Actions. No action or proceeding shall have been instituted and no bona fide action or proceeding shall have been threatened by anyone not a party to this Agreement on or prior to Closing which calls into question or seeks to set aside the performance of Buyer's ’s or Seller's ’s obligations hereunder shall have been instituted or threatened by anyone not a party to this Agreementhereunder. Neither Seller nor Buyer shall act or fail to act for the intended purpose of permitting or causing any of the foregoing conditions to Seller's ’s obligations to fail. If any of the foregoing conditions to Seller's ’s obligations have not been satisfied on or before the Scheduled Closing Date, and such condition has not previously been waived by Seller, Seller may elect to (Xi) waive any 3119.001/132866 19 779613.06-LACSR02A - MSW such condition set forth above to Seller’s obligations, in which event the transaction contemplated by this Section 8(b) and proceed with Closing Agreement shall close in accordance with this Agreement the terms hereof (provided all other conditions precedent have been either waived or satisfied as provided in this Agreementherein), (Yii) in the event of failure of the condition set forth in clause (iii) above, terminate this Agreement by providing written notice thereof to Buyer prior to the Scheduled Closing Date, in which event the provisions of Section 7 hereof shall apply, or (iii) in the event of failure of the conditions set forth in clause clauses (i) and/or (ii) above, terminate this Agreement by providing written notice thereof to Buyer, in which event the provisions of Section 9 hereof shall apply, or (Z) in the event of failure of the conditions set forth in clause (i) above, exercise the remedies available to Seller upon a default by Buyer as provided in Section 12(a13(a) hereof pursuant to and in accordance with Section 12(a13(a). If Seller fails to take action under clauses (X), (Y) or (Z) above by providing written notice thereof to Buyer no later than five business days after the Scheduled Closing Date, such failure shall be deemed an election by Seller to waive the condition and proceed with Closing in accordance with this Agreement.

No Legal Actions. No bona fide action or proceeding which seeks to set aside the performance of Buyer's or Seller's obligations hereunder shall have been instituted or threatened by anyone not a party to this Agreement. Neither Seller nor Buyer shall act or fail to act for the intended purpose of permitting or causing any of the foregoing conditions to SellerBuyer's obligations to fail. If any of the foregoing conditions to SellerBuyer's obligations have not been satisfied on or before prior to the Scheduled Closing Date, and such condition has not previously been waived by SellerBuyer, Seller Buyer may elect to (XA) waive any 3119.001/132866 19 779613.06-LACSR02A - MSW condition set forth above in this Section 8(b8(a) and proceed with Closing in accordance with this Agreement (provided all other conditions precedent have been either waived or satisfied as provided in this Agreement), (YB) in the event of failure of the conditions set forth in clause clauses (iiiii) or (iv) above, terminate this Agreement by providing written notice thereof to BuyerSeller, in which event the provisions of Section 9 hereof shall apply, or (ZC) in the event of failure of the conditions set forth in clause clauses (i) above, or (ii) above exercise the remedies available to Seller Buyer upon a default by Buyer Seller as provided in Section 12(a12(b) hereof pursuant to and in accordance with Section 12(a12(b). If Seller Buyer fails to take action under clauses (XA), (YB) or (ZC) above by providing written notice thereof to Buyer Seller no later than five (5) business days after the Scheduled Closing Date, such failure shall be deemed an election by Seller Buyer to waive the condition and proceed with Closing in accordance with this Agreement.

No Legal Actions. No bona fide action or proceeding which seeks to set aside the performance of Buyer's or Seller's obligations hereunder shall have been instituted or threatened by anyone not a party to this Agreement. Neither Seller nor Buyer shall act or fail to act for the intended purpose of permitting or causing any of the foregoing conditions to SellerBuyer's obligations to fail. If any of the foregoing conditions to SellerBuyer's obligations have not been satisfied on or before prior to the Scheduled Closing Date, and such condition has not previously been waived by SellerBuyer, Seller Buyer may elect to (XA) waive any 3119.001/132866 19 779613.06-LACSR02A - MSW condition set forth above in this Section 8(b8(a) and proceed with Closing in accordance with this Agreement (provided all other conditions precedent have been either waived or satisfied as provided in this Agreement), (YB) in the event of failure of the conditions set forth in clause clauses (iiiii) or (iv) above, terminate this Agreement by providing written notice thereof to BuyerSeller, in which event the provisions of Section 9 hereof shall apply, or (ZC) in the event of failure of the conditions set forth in clause clauses (i) above, or (ii) above exercise the remedies available to Seller Buyer upon a default by Buyer Seller as provided in Section 12(a12(b) hereof pursuant to and in accordance with Section 12(a12(b). If Seller Buyer fails to take action under clauses (XA), (YB) or (ZC) above by providing written notice thereof to Buyer Seller no later than five (5) business days after the Scheduled Closing Date, such failure shall be deemed an election by Seller Buyer to waive the condition and proceed with Closing in accordance with this Agreement.. (b)

No Legal Actions. No action or proceeding shall have been instituted and no bona fide action or proceeding shall have been threatened by anyone not a party to this Agreement on or prior to Closing which calls into question or seeks to set aside the performance of Buyer's or Seller's obligations hereunder shall have been instituted or threatened by anyone not a party to this Agreementhereunder. Neither Seller nor Buyer shall act or fail to act for the intended purpose of permitting or causing any of the foregoing conditions to Seller's obligations to fail. If any of the foregoing conditions to Seller's obligations have not been satisfied on or before the Scheduled Closing Date, and such condition has not previously been waived by Seller, Seller may elect to either (Xi) waive any 3119.001/132866 19 779613.06-LACSR02A - MSW such condition set forth above to Seller's obligations, in which event the transaction contemplated by this Section 8(b) and proceed with Closing Agreement shall close in accordance with this Agreement the terms hereof (provided all other conditions precedent have been either waived or satisfied as provided in this Agreementherein), (Y) in the event of failure of the conditions set forth in clause or (ii) above, terminate this Agreement by providing written notice thereof to Buyer, in which event the provisions of Section 9 hereof shall apply, or (Z) in the event of failure of the conditions set forth in clause (i) above, exercise the remedies available to Seller upon a default by Buyer as provided in Section 12(a) hereof pursuant to and in accordance with Section 12(a)7 hereof. If Seller fails to take an action under clauses in clause (X), (Yi) or (Zii) above by providing written notice thereof to Buyer no later than five hereof within one business days after day 3102/001/109971.10 16 of the Scheduled Closing Date, such failure shall be deemed an election by Seller to waive the condition and proceed with Closing in accordance with terminate this Agreement. The foregoing shall not limit Seller from exercising the remedies available to Seller upon a default by Buyer as provided in Section 13(a) hereof.

No Legal Actions. No bona fide action or proceeding which seeks to set aside the performance of Buyer's or Seller's obligations hereunder shall have been instituted or threatened by anyone not a party to this Agreement. Neither Seller nor Buyer shall act or fail to act for the intended purpose of permitting or causing any of the foregoing conditions to Seller's obligations to fail. If any of the foregoing conditions to Seller's obligations have not been satisfied on or before the Scheduled Closing Date, and such condition has not previously been waived by Seller, Seller may elect to (X) waive any 3119.001/132866 19 779613.06-LACSR02A - MSW condition set forth above in this Section 8(b) and proceed with Closing in accordance with this Agreement (provided all other conditions precedent have been either waived or satisfied as provided in this Agreement), (Y) in the event of failure of the conditions set forth in clause (ii) above, terminate this Agreement by providing written notice thereof to Buyer, in which event the provisions of Section 9 hereof shall apply, or (Z) in the event of failure of the conditions set forth in clause (i) above, exercise the remedies available to Seller upon a default by Buyer as provided in Section 12(a) hereof pursuant to and in accordance with Section 12(a). If Seller fails to take action under clauses (X), (Y) or (Z) above by providing written notice thereof to Buyer no later than five business days after the Scheduled Closing Date, such failure shall be deemed an election by Seller to waive the condition and proceed with Closing in accordance with this Agreement.