Common use of Additional Conditions to Obligations Clause in Contracts

Additional Conditions to Obligations. The obligations of the Seller and the Purchaser to consummate and effect the purchase and sale of the Offered Partnership Interest pursuant to this Agreement shall be subject to satisfaction of the following additional conditions, unless waived by the Seller and the Purchaser: (a) any applicable waiting periods under the Competition Acts shall have expired; (b) no injunction or temporary restraining order shall have been granted restraining or prohibiting the consummation of the transactions contemplated by this Agreement; (c) no action, suit or other proceeding instituted by any Governmental Authority seeking such injunction or temporary restraining order shall be pending or threatened; and (d) no action, suit or other proceeding instituted by any Third Party to restrain, prohibit or otherwise challenge the consummation of the transactions contemplated by this Agreement shall be pending or threatened. The conditions to the Purchaser's obligations, and the closing deliveries to be made to the Purchaser under Section 6 of this Agreement shall not have been met and made unless and until the conditions to Bayer CropScience LP's obligations, and the closing deliveries to be made to Bayer CropScience LP, in the ▇▇▇▇▇▇▇▇▇ LLC Purchase Agreement have been met and made in accordance with the terms of the ▇▇▇▇▇▇▇▇▇ LLC Purchase Agreement. The conditions to the Seller's obligations and the closing deliveries to be made to the Seller under Section 6 of this Agreement shall not have been met and made unless and until the conditions to Crompton Corporation's, Uniroyal Chemical Company, Inc.'s and GT Seed Treatment, Inc.'s obligations and the closing deliveries to be made to Crompton Corporation, Uniroyal Chemical Company, Inc. and GT Seed Treatment, Inc. in the ▇▇▇▇▇▇▇▇▇ LLC Purchase Agreement have been met and made in accordance with the terms of the ▇▇▇▇▇▇▇▇▇ LLC Purchase Agreement. A Closing under this Agreement shall occur only if a closing is simultaneously occurring under the ▇▇▇▇▇▇▇▇▇ LLC Purchase Agreement. A closing under the ▇▇▇▇▇▇▇▇▇ LLC Purchase Agreement shall occur only if a Closing is simultaneously occurring under this Agreement. The closing date under the ▇▇▇▇▇▇▇▇▇ LLC Purchase Agreement and the Closing Date under this Agreement shall be the same date.

Additional Conditions to Obligations. OF D-M ▇▇▇ THE D-M ▇▇▇REHOLDERS. The obligations of D-M ▇▇▇ the Seller D-M ▇▇▇reholders to effect the Merger are also subject to the following conditions: (a) except as contemplated by this Agreement, the representations and warranties of Penton in Article 3 shall be true and correct in all material respects as of the Effective Time as if made at and as of the Effective Time (without giving effect to any updating disclosures made by Penton pursuant to Section 7.9), and each of Pittway, Penton and Combination Subsidiary shall in all material respects have performed each obligation and agreement and complied with each covenant to be performed and complied with by it hereunder at or prior to the Effective Time; (b) the D-M ▇▇▇reholders shall not have discovered any Undisclosed Penton Matter, and there shall not have occurred any Adverse Penton Change, the effect of which, individually or in the aggregate, is materially adverse to the value of Penton and its Subsidiaries taken as a whole compared to the value of Penton and its Subsidiaries reflected in the Penton Financial Statements; (c) Penton shall have furnished to the D-M Shareholders a certificate in which Penton shall certify that an appropriate inquiry has been made of the executive officers of Penton and its Subsidiaries having principal responsibilities for the matters as to which representations and warranties have been made by Penton in this Agreement and for the performance of the covenants of Penton set forth in this Agreement, and that after completion of such inquiry, Penton has no reason to believe that the conditions set forth in Sections 8.2(a) and (b) have not been fulfilled; (d) Penton shall have furnished to the D-M Shareholders (i) copies of the text of the resolutions by which the corporate action on the part of Penton necessary to approve this Agreement and the Purchaser Merger was taken, (ii) certificates executed on behalf of Penton and Combination Subsidiary by their respective corporate secretaries or one of their respective assistant corporate secretaries certifying to the D-M ▇▇▇reholders that such copies are true, correct and complete copies of such resolutions and that such resolutions were duly adopted and have not been amended or rescinded, and (iii) incumbency certificates executed on behalf of Penton and Combination Subsidiary by their respective corporate secretaries or one of their respective assistant corporate secretaries certifying the signature and office of each officer thereof executing this Agreement or any other agreement, certificate or other instrument executed pursuant hereto; (e) the Certificate of Incorporation and By-Laws of Penton shall have been amended and restated to read as set forth in EXHIBITS C AND D attached hereto; (f) the D-M ▇▇▇reholders shall have received a letter addressed to them from Jone▇, ▇▇y, Reav▇▇ & ▇ogu▇, ▇▇going counsel to Penton, or as to certain of the matters in (vii) below from local counsel to Penton, dated the date of the Closing, based on customary reliance and subject to customary qualifications, to the effect that: (i) Penton is a corporation existing and in good standing under the laws of the State of Delaware and is duly qualified to conduct business as a foreign corporation in the State of Ohio. (ii) Combination Subsidiary is a corporation existing and in good standing under the laws of the State of Illinois. (iii) Each of Penton and Combination Subsidiary has the corporate power to consummate the transactions on its part contemplated by this Agreement. Each of Penton and effect Combination Subsidiary has duly taken all requisite corporate action to authorize this Agreement and such transactions; and this Agreement and the purchase Employment Agreements, insofar as they purport to obligate Penton or Combination Subsidiary to the D-M ▇▇▇reholders, have been duly executed and sale delivered by Penton and Combination Subsidiary and constitute the valid, binding and enforceable obligations of Penton or Combination Subsidiary. (iv) The authorized capital of Penton consists of 60,000,000 shares of capital stock designated "Common Stock," of which the number of shares indicated in such letter (including shares transferred in the Spinoff) are outstanding, and 2,000,000 shares of capital stock designated "Preferred Stock," none of which are outstanding, all of which outstanding shares of Common Stock were duly and validly issued and are fully paid and non-assessable (for purposes of which such counsel may rely upon a certificate of the Offered Partnership Interest Secretary of Pittway as to the number of shares of Pittway stock outstanding immediately prior to the consummation of the Spinoff and may assume that such shares are duly and validly issued and fully paid and non-assessable). (v) The registration statement pursuant to which the Penton Common is registered under the Exchange Act has become effective under the Exchange Act and to such counsel's knowledge no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before or are contemplated by the Commission. (vi) The Penton Common to be issued or contingently issued to the D-M ▇▇▇reholders pursuant to this Agreement shall has been duly authorized and will, at the time of its issuance pursuant to this Agreement, be subject to satisfaction validly issued, fully paid and nonassessable. (vii) Penton wholly owns, directly or indirectly, all of the following additional conditionsoutstanding capital stock of each of its Subsidiaries; and (g) each of the conditions set forth in Sections 8.3(e), unless waived by the Seller (f) and the Purchaser: (ah) any applicable waiting periods under the Competition Acts shall have expired; (b) no injunction or temporary restraining order shall have been granted restraining or prohibiting the consummation of the transactions contemplated satisfied (without giving effect to any waiver by this Agreement; (c) no action, suit or other proceeding instituted by any Governmental Authority seeking such injunction or temporary restraining order shall be pending or threatened; and (d) no action, suit or other proceeding instituted by any Third Party to restrain, prohibit or otherwise challenge the consummation of the transactions contemplated by this Agreement shall be pending or threatened. The conditions to the Purchaser's obligations, and the closing deliveries to be made to the Purchaser under Section 6 of this Agreement shall not have been met and made unless and until the conditions to Bayer CropScience LP's obligations, and the closing deliveries to be made to Bayer CropScience LP, in the ▇▇▇▇▇▇▇▇▇ LLC Purchase Agreement have been met and made in accordance with the terms of the ▇▇▇▇▇▇▇▇▇ LLC Purchase Agreement. The conditions to the Seller's obligations and the closing deliveries to be made to the Seller under Section 6 of this Agreement shall not have been met and made unless and until the conditions to Crompton Corporation's, Uniroyal Chemical Company, Inc.'s and GT Seed Treatment, Inc.'s obligations and the closing deliveries to be made to Crompton Corporation, Uniroyal Chemical Company, Inc. and GT Seed Treatment, Inc. in the ▇▇▇▇▇▇▇▇▇ LLC Purchase Agreement have been met and made in accordance with the terms of the ▇▇▇▇▇▇▇▇▇ LLC Purchase Agreement. A Closing under this Agreement shall occur only if a closing is simultaneously occurring under the ▇▇▇▇▇▇▇▇▇ LLC Purchase Agreement. A closing under the ▇▇▇▇▇▇▇▇▇ LLC Purchase Agreement shall occur only if a Closing is simultaneously occurring under this Agreement. The closing date under the ▇▇▇▇▇▇▇▇▇ LLC Purchase Agreement and the Closing Date under this Agreement shall be the same datePenton).