to be satisfied Clause Samples

to be satisfied. Without limiting the foregoing, Seller and Purchaser shall (i) prepare and file all forms, registrations and notices required to be filed to consummate the Closing and take such actions as are necessary to obtain any requisite Consent, provided that neither Purchaser nor Seller shall be obligated to make any payment or deliver anything of value to any third party (other than filing and application fees to Governmental Authorities, all of which shall be paid or reimbursed by Purchaser) in order to obtain any Consent, (ii) defend all lawsuits and other proceedings by or before any Governmental Authority challenging this Agreement or the consummation of the Closing and (iii) cause to be lifted or rescinded any injunction, decree, ruling, order or other action of any Governmental Authority adversely affecting the ability of the parties to consummate the Closing. In furtherance of and not in limitation of the foregoing, each of Purchaser and Seller agrees to make or cause to be made an appropriate filing of any Notification and Report Form required pursuant to the HSR Act and any filings or applications required under the Laws of any non-U.S. jurisdiction, including the European Union or any nation thereof, as soon as practicable after the date hereof. In addition, no party hereto shall take any action after the date hereof that could reasonably be expected to delay the obtaining of, or result in not obtaining, any Consent from any Governmental Authority or other Person required to be obtained prior to the Closing. Notwithstanding the foregoing, Purchaser and Seller shall not be required to take any commercially unreasonable action that substantially impairs the overall benefits realized from the consummation of the transactions set forth herein, and in no event shall Purchaser be required to (i) sell, hold separate or otherwise dispose of the Assets or Purchaser’s or its Affiliate’s other assets or businesses now owned or hereafter acquired by Purchaser to resolve any objection or proceeding objecting to the transactions contemplated hereunder or (ii) terminate any existing relationships and contractual rights and obligations.

to be satisfied. Notwithstanding anything to the contrary contained in this Section 8.1, this Agreement may not be terminated by any Party unless any fee required to be paid by such Party at or prior to the time of such termination pursuant to Section 8.3 shall have been paid prior to or concurrently with such termination.

to be satisfied. Buyer shall use its Best Efforts, cooperate with and deliver the information and instruments reasonably requested by Sellers and Shareholder in connection with Sellers' and Shareholder's efforts to obtain the Consents identified in Part 3.2(c).

to be satisfied. Buyer’s failure to terminate this Agreement will not affect its rights to indemnification under Section 9.2.

to be satisfied. If the Facility Agent at any time issues a certificate addressed to the Original Borrower that in its opinion the aggregate of the Sterling Amount of Letters of Credit then outstanding is equal to or exceeds (pound)105,000,000, the Facility Agent may give notice to the Original Borrower requiring it within five Banking Days to provide the LC Issuing Bank with cash cover in the currency in which any Letter of Credit is denominated of such amount as will bring the aggregate Sterling Amount of all Letters of Credit equal to or below (pound)100,000,000.

to be satisfied. Buyer's receipt of information pursuant to this Section shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement.

to be satisfied. If the European Commission finds that the acquisition of the Equity Securities raises serious doubts as to its compatibility with the common market and indicates that it will initiate proceedings under Article 6.1(c) of the European Community Merger Regulation or if the consents and permissions required from the European Commission or any other relevant regulatory authorities and agencies in respect of the acquisition of the Equity Securities are not granted in the period within which the Holder is required to exchange the Notes or if the Holder determines to withdraw its merger notifications or filings, if any, then, if either (a) the Holder was the exercising party, or (b) UPC was the exercising party and withdraws its merger notifications or filings, and the Holder has advised UPC that it would exercise its exchange rights, if any, under Section 4.1 hereof if UPC rescinded its notice of exchange, then UPC will use its best efforts to afford to the Holder on terms which are satisfactory to the applicable Holder in its sole discretion the benefits intended to be provided by the Notes by (i) granting to the Holder the right to acquire other securities of UPC having the same rights, privileges and preferences as the securities originally to be acquired, except that such other securities will not possess voting rights, or will possess limited voting rights, on the same terms as the securities originally to be acquired or (ii) if such replacement right cannot be granted, providing to the Holder such other right as may reasonably represent the value of the conversion or exercise right required to be foregone, and if the Holder, in its sole discretion, is not satisfied with the benefits UPC attempts to provide to the Holder under the foregoing clauses (i) and (ii), then the Holder may rescind its exchange of the Notes. If the Holder, in its sole opinion, considers a request from the European Commission, any other competition authority or other regulatory agency or court for additional data and information in connection with obtaining the consents and permissions required to be unduly burdensome, the Holder may withdraw its merger notifications or other filings and rescind its exchange of the Notes, in which case its rights will be the same as existed immediately before such attempted exchange and in addition, the Holder will have the rights described in the preceding sentence. Notwithstanding the foregoing, if UPC or the Lender determines that obtaining merger ...

to be satisfied. Except where a different time period is specifically set forth, satisfaction of each condition shall occur no later than the Close of Escrow. If any of such conditions are not satisfied or waived by Seller by the date for satisfaction, then Seller shall have the right to terminate this Agreement, by giving written notice to Buyer, whereupon the parties shall have no further obligation to each other except for Buyer's obligations under Sections 4.01.

to be satisfied. Notwithstanding Paragraph 1 above, In the event of a taking of all or any portion of the Premises by eminent domain, any Lender shall have the right to participate in any legal proceedings therefor (and negotiations relating thereto) and in any award, to the extent of its interest.