Conditions of Each Party Clause Samples

Conditions of Each Party. The respective obligations of each Party to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction prior to the Closing of the following conditions:

Conditions of Each Party. The respective obligations of each of the Corporation and the Purchaser to consummate the transactions contemplated hereby are subject to the fulfillment, at or prior to each of the Closing, and the Option Closing, if any, of each of the following conditions, any or all of which may be waived in whole or in part to the extent permitted by applicable law; (a) All filings required to be made, and all consents, approvals, permits and authorizations required to be obtained, prior to each of the Closing and the Option Closing, if any, from any Governmental Authorities in connection with the execution and delivery by the parties of the Documents and the consummation of the transactions contemplated thereby shall have been made or obtained; and (b) No court or governmental or regulatory authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, judgment, decree, injunction or other order (whether temporary, preliminary or permanent) or taken any action that prohibits the consummation of the transactions contemplated by this Agreement; provided, however, that any party invoking this condition shall use its reasonable best efforts to have any such judgment, decree, injunction or order vacated.

Conditions of Each Party. The respective obligations of each Party to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction, at or prior to the Closing, of the following conditions: (a) the applicable conditions to closing under ARTICLE VII of the BCA shall have been satisfied (as determined by the parties to the BCA) or waived by the applicable parties to the BCA, in each case prior to the Outside Date (as defined in the BCA and including any extensions provided for in the BCA) (other than, in each case, (A) those conditions that by their nature are to be satisfied at the closing under the BCA (provided that such conditions are capable of being satisfied at such closing or are waived at or prior to such closing) and (B) the condition pursuant to Section 7.01(i) of the BCA), and the transactions contemplated by the BCA shall be consummated substantially concurrently herewith; (b) all representations and warranties of Buyer (solely as a condition to Sellers’ obligations) and each Seller (solely as a condition to Buyer’s obligations) contained in this Agreement shall be true and correct in all material respects as of the Closing, and consummation of the Closing shall constitute a reaffirmation by each of Buyer and each Seller of each of the representations, warranties and agreements of each such Party contained in this Agreement as of the Closing; and (c) the Buyer shall pay and reimburse each Seller for its reasonable and documented expenses (including without limitation, reasonable and documented costs and expenses of counsel, accountants, consultants and other advisors) incurred by such Seller or its Affiliates in connection with the negotiation, preparation and consummation of this Agreement and any of the transactions or documents contemplated hereby; provided that reasonable documentation of such expenses has been provided to the Buyer at least three business days prior to the Closing.

Conditions of Each Party. The respective obligations of the parties to complete the merger are subject to the satisfaction or waiver, on or prior to the closing of the merger, of the following conditions: • the approval of the merger agreement and the transactions contemplated thereby, including the merger, by the affirmative vote of holders of a majority of the outstanding NSH units; • the effectiveness of, and absence of an initiated or threatened stop order with respect to, the registration statement on Form S-4 filed by the Partnership in respect of the common units to be issued in the merger, of which this proxy statement/prospectus forms a part; • the absence of any order, decree or injunction of any court or agency or law that enjoins, prohibits or makes illegal any of the transactions contemplated by the merger agreement, and the absence of any action, proceeding or investigation by any regulatory authority regarding the merger or any of the transactions contemplated by the merger agreement; and • the receipt by the Partnership of an opinion from Sidley Austin, or another nationally recognized tax counsel reasonably acceptable to the Partnership and NSH, as to certain tax matters relating to the Partnership’s qualifying income and partnership status.

Conditions of Each Party. The obligation of the Company and each ------------------------ Second Purchaser to consummate the sale and purchase of the Second Closing Securities as contemplated by this Agreement is subject to the satisfaction of the following conditions, any of which may be waived in writing by the Company and the Second Purchasers:

Conditions of Each Party. The respective obligations of each party to consummate the Merger and to take the other actions that they are respectively required to take at Closing are subject to the satisfaction or written waiver by each of the parties of each of the following conditions prior to or at Closing: (a) this Agreement and the Merger shall have received Shareholder Approval; (b) all applicable waiting periods under HSR shall have expired or otherwise been terminated; (c) since the date of this Agreement, no Suit shall have been initiated or Threatened that challenges or seeks damages or other relief in connection with the Merger or that could have the effect of preventing, delaying, making illegal or otherwise interfering with the Merger; (d) the S-4 shall have been declared effective by the SEC and shall be effective at the Effective Time, and no stop order suspending effectiveness shall have been issued; no action, suit, proceeding or investigation by the SEC to suspend the effectiveness thereof shall have been initiated and be continuing; and all necessary approvals under state securities Laws or the Securities Act or Exchange Act relating to the issuance or trading of the Buyer Common Stock shall have been received; and (e) the Buyer Common Stock required to be issued hereunder shall have been approved for listing on the NYSE, subject only to official notice of issuance.

Conditions of Each Party. TOWER'S CONDITIONS. The obligation of Tower to consummate the Transactions is subject to satisfaction on or before the Closing of the following conditions:

Conditions of Each Party. The respective obligations of each Party to consummate the Merger and to take the other actions that they are respectively required to take at Closing are subject to the satisfaction or written waiver by each of the Parties of each of the following conditions prior to or at Closing: (a) the Plan of Merger shall have received the Shareholder Approval either by a requisite vote at the Company Shareholder Meeting or by the execution of the Company Shareholder Consent with respect thereto; 42 50 (b) since the date of this Agreement, no Suit shall have been initiated or threatened by any Governmental Authority that challenges or seeks damages or other relief in connection with this Agreement or the Merger or that could have the effect of preventing, delaying, making illegal or otherwise interfering with the Merger; (c) no temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger shall be effect; provided, however, that prior to invoking this condition, each Party shall have used its reasonable best efforts to have any such decree, ruling, injunction or order vacated, except as otherwise contemplated by this Agreement; (d) the Buyer Charter Amendment shall have been filed with the Secretary of State of the State of Delaware and shall be in full force and effect; and (e) any waiting periods applicable to the Merger under the HSR Act shall have expired or early termination thereof shall have been granted.

Conditions of Each Party. All proceedings to be taken by a party in connection with this Agreement and the transactions contemplated hereby and all documents incident hereto and thereto shall be reasonably satisfactory in form and substance to such party and its counsel, and each party and its counsel shall have received all such counterpart originals or certified or other copies of such documents as they may reasonably request.