Common use of Conditions Precedent to Obligations of Each Party Clause in Contracts

Conditions Precedent to Obligations of Each Party. The respective obligations of the Seller and the Purchaser to consummate the transactions contemplated by this Agreement are subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions: (a) No Order issued by any Governmental Authority of competent jurisdiction preventing the consummation of the transactions contemplated hereby shall be in effect, nor shall any material proceeding initiated by any Governmental Authority of competent jurisdiction having valid enforcement authority seeking such an Order be pending, nor shall there be any action taken, nor any Law or Order enacted, entered or enforced that has not been subsequently overturned or otherwise made inapplicable to this Agreement, that makes the consummation or performance of any of the transactions contemplated hereby illegal; (b) Any waiting period (including any extension thereof) applicable to the purchase and sale of the Membership Interest to the Purchaser under the HSR Act shall have been terminated or expired; and (c) The Seller Approvals and the Purchaser Approvals shall have been obtained and do not contain or result in any condition, requirement or other term that (i) requires the divestiture or transfer of control of any assets by Purchaser or any of its Affiliates or (ii) would result in a Seller Material Adverse Effect, Purchaser Material Adverse Effect or Project Company Material Adverse Effect.

Conditions Precedent to Obligations of Each Party. (a) The respective obligations of the Seller and the Purchaser to consummate the transactions contemplated by each party under this Agreement are subject to contingent upon the fulfillment, on or satisfaction prior to the Closing Date, of each Date of the following conditions: (a) No Order issued condition precedent that at Closing, no suit, action, order or other proceedings shall be pending or threatened before any court or governmental commission, board or agency in which it is sought by a person or entity other than the parties hereto or any Governmental Authority of competent jurisdiction preventing their affiliates, officers or directors, to restrain, enjoin or otherwise prohibit the consummation of the transactions contemplated hereby shall be by this Agreement, or to obtain substantial damages in effect, nor shall any material proceeding initiated by any Governmental Authority of competent jurisdiction having valid enforcement authority seeking such an Order be pendingconnection with this Agreement or the transactions contemplated thereby, nor shall there be any action takeninvestigation by any governmental agency pending or threatened which might result in any such suit, nor any Law action, order or Order enacted, entered other proceedings seeking to restrain or enforced that has not been subsequently overturned or otherwise made inapplicable to this Agreement, that makes the prohibit consummation or performance of any of the transactions Agreement or the transaction contemplated hereby illegalthereby; (b) Any waiting period All consents and approvals, if any, of third parties or any regulatory body or authority, whether required contractually or by appli­cable federal, state, or local law, or otherwise necessary for the execu­tion, delivery, and performance of this Agreement by Seller (including any extension thereofexcept for approvals of governmental agencies customarily obtained subsequent to transfer of title) applicable to the purchase and sale of the Membership Interest to the Purchaser under the HSR Act shall which have not been terminated or expired; and (c) The Seller Approvals and the Purchaser Approvals waived by Buyer shall have been obtained and do delivered to Buyer by the Closing Date and shall not contain have been withdrawn or result in any conditionrevoked; (c) Consummation of this purchase and sale transaction shall not have been prevented from occurring by (and the required waiting period, requirement or other term that (iif any, shall have expired under) requires the divestiture or transfer ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of control 1976, as amended, and rules and regulations of any assets by Purchaser or any the Federal Trade Commission and Department of its Affiliates or (ii) would result in a Seller Material Adverse Effect, Purchaser Material Adverse Effect or Project Company Material Adverse EffectJustice.

Conditions Precedent to Obligations of Each Party. The respective obligations of each of the Seller Sellers, on the one hand, and Purchaser, on the Purchaser other hand, to consummate the transactions contemplated by this Agreement are subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions: (a) No Order issued by any Governmental Authority court of competent jurisdiction preventing the consummation of the transactions contemplated hereby by this Agreement shall be in effect, nor shall any material proceeding initiated by any Governmental Authority of competent jurisdiction having valid enforcement authority seeking such an Order be pending, nor shall there be any action taken, nor or any Law or Order enacted, entered or enforced that has not been subsequently overturned or otherwise made inapplicable to this Agreement, that makes the consummation or performance of any of the transactions contemplated hereby by this Agreement illegal; (b) The Bankruptcy Court shall have entered an Order approving this Agreement, substantially in the form attached hereto as Exhibit B (it being agreed by the parties hereto that the order attached as Exhibit B to the May 27 Motion shall be deemed to be substantially in such form) (the "Approval Order"), and such Approval Order shall have become a Final Order; (c) Any waiting period (including any extension thereof) applicable to the purchase and sale of the Membership Equity Interest to the Purchaser under the HSR Act shall have been terminated or expiredexpired and an Order of the FCC approving the transactions contemplated by this Agreement shall have been obtained; (d) All Liens on the Equity Interest imposed in connection with the DIP Agreement shall have been released; and (ce) The Seller Approvals and the Purchaser Approvals Sellers shall have been obtained the consents and do not contain or result in any condition, requirement or other term that (i) requires the divestiture or transfer of control of any assets by Purchaser or any of its Affiliates or (ii) would result in a Seller Material Adverse Effect, Purchaser Material Adverse Effect or Project Company Material Adverse Effectreleases set forth on Schedule 7.1(e).

Conditions Precedent to Obligations of Each Party. The respective obligations of the Seller and the Purchaser each Party to consummate the transactions contemplated by this Agreement are subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions:conditions (any or all of which (other than the conditions in Section 6.1(c) and Section 6.1(d)) may be waived in writing jointly by both Parties, acting in their respective sole discretion, in whole or in part to the extent permitted by applicable Law): (a) No there shall not be in effect any Law or Order issued by any Governmental a Government Authority of competent jurisdiction preventing restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby shall be in effect, nor shall any material proceeding initiated by any Governmental Authority of competent jurisdiction having valid enforcement authority seeking such an Order be pending, nor shall there be any action taken, nor any Law or Order enacted, entered or enforced that has not been subsequently overturned or otherwise made inapplicable to this Agreement, that makes the consummation or performance of any of the transactions contemplated hereby illegalhereby; (b) Any waiting period the board of directors of the Company shall have approved the transfer of the Sale Shares as contemplated by the Transaction Documents and the transactions contemplated hereunder; (including any extension thereofc) applicable the Purchaser obtaining independent shareholders’ approval with regard to the purchase transactions under this Agreement and sale the allotment and issue by the Purchaser of the Membership Interest to the Purchaser Consideration Shares under the HSR Act shall have been terminated or expiredspecific mandate, in accordance with the requirements of the Rules Governing the Listing of Securities on the Stock Exchange; (d) the Stock Exchange granting the approval for the listing of, and permission to deal in, the Consideration Shares; and (ce) The Seller Approvals and the Purchaser Approvals no Legal Proceeding shall have been obtained commenced against any Party seeking to restrain or materially and do not contain or result in any condition, requirement or other term that (i) requires adversely alter the divestiture or transfer of control of any assets transactions contemplated by Purchaser or any of its Affiliates or (ii) would result in a Seller Material Adverse Effect, Purchaser Material Adverse Effect or Project Company Material Adverse Effectthis Agreement.

Conditions Precedent to Obligations of Each Party. The respective obligations of Seller, on the Seller one hand, and Purchaser, on the Purchaser other hand, to consummate the transactions contemplated by this Agreement are subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions: (a) No Order issued by any Governmental Authority court of competent jurisdiction preventing the consummation of the transactions contemplated hereby by this Agreement shall be in effect, nor shall any material proceeding initiated by any Governmental Authority of competent jurisdiction having valid enforcement authority seeking such an Order be pending, nor shall there be any action taken, nor or any Law or Order enacted, entered or enforced that has not been subsequently overturned or otherwise made inapplicable to this Agreement, that makes the consummation or performance of any of the transactions contemplated hereby by this Agreement illegal; (b) Any waiting period (including any extension thereof) applicable to the purchase and sale of the Membership Equity Interest to the Purchaser under the HSR Act shall have been terminated or expiredexpired and an Order of the FCC approving the transactions contemplated by this Agreement shall have been obtained; (c) Seller shall have obtained the consents and releases set forth on Schedule 7.1(c); and (cd) The Seller Approvals and the Purchaser Approvals Enron Closing shall have been obtained and do not contain or result in any condition, requirement or other term that (i) requires the divestiture or transfer of control of any assets by Purchaser or any of its Affiliates or (ii) would result in a Seller Material Adverse Effect, Purchaser Material Adverse Effect or Project Company Material Adverse Effectoccurred.

Conditions Precedent to Obligations of Each Party. The respective obligations of the Seller and the Purchaser each party to consummate the transactions contemplated by this Agreement Merger are subject to the fulfillment, on satisfaction or waiver at or prior to the Closing Date, of each Effective Time of the following conditionsconditions precedent: (a) No Order issued The shareholders of each of the Company and the Merger Subsidiary shall have approved the Plan of Merger, as and to the extent required by the VSCA or other applicable Law, and by the provisions of any governing instruments. (b) All authorizations, consents, orders, permits or approvals of, or declarations or filings with, any Governmental Authority of competent jurisdiction required to consummate the Merger shall have been filed, have occurred or been obtained and shall remain in full force and effect and all statutory waiting periods, including under the HSR Act, in respect thereof shall have expired or been terminated. (c) No temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the transactions contemplated hereby Merger shall be have been issued by any court of competent jurisdiction or any other Government Authority and shall remain in effect, nor and there shall any material proceeding initiated by any Governmental Authority of competent jurisdiction having valid enforcement authority seeking such an Order be pending, nor shall there not be any Law, action taken, nor any Law or Order proceeding enacted, entered promulgated, adopted or enforced that has not been subsequently overturned or otherwise made inapplicable to this Agreement, that makes the consummation or performance of any of the transactions contemplated hereby illegal; (b) Any waiting period (including any extension thereof) deemed applicable to the purchase and sale Merger Transactions that makes consummation of the Membership Interest Merger or the Offer, as applicable, illegal or otherwise prohibits the consummation of the Merger or the Offer, as applicable. (d) Merger Subsidiary shall have purchased, or caused to be purchased, the shares of Company Common Stock tendered pursuant to the Purchaser under the HSR Act Offer; provided, however, that this condition shall be deemed to have been terminated satisfied with respect to the obligation of Parent and Merger Subsidiary to effect the Merger if Merger Subsidiary fails to accept for payment or expired; and (c) The Seller Approvals and pay for shares of Company Common Stock validly tendered pursuant to the Purchaser Approvals shall have been obtained and do not contain Offer in violation of the terms of the Offer or result in any condition, requirement or other term that (i) requires the divestiture or transfer of control of any assets by Purchaser or any of its Affiliates or (ii) would result in a Seller Material Adverse Effect, Purchaser Material Adverse Effect or Project Company Material Adverse Effectthis Agreement.

Conditions Precedent to Obligations of Each Party. The respective obligations of the Seller Sellers, Purchaser and the Purchaser Guarantor to consummate the transactions contemplated by this Agreement are subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions: (a) The Bankruptcy Court or the United States District Court that has jurisdiction over the Bankruptcy Cases shall have approved and entered the Plan Confirmation Order, and the Plan Confirmation Order shall have become an Effective Order; (b) The United States District Court that has jurisdiction over the Bankruptcy Cases shall have issued or affirmed the Plan Confirmation Order in accordance with Section 524(g)(3)(A) of the Bankruptcy Code; (c) If this Agreement is not consummated prior to October 22, 2009, any waiting period (including any extension thereof) applicable to the sale to and purchase by Purchaser of the Purchased Assets under the HSR Act or under the regulations of any other applicable governmental antitrust or competition authority, where failure to comply with such regulations would prohibit the consummation of the transactions contemplated by this Agreement, shall have been terminated or expired; (d) No Order issued by any Governmental Authority court of competent jurisdiction preventing the consummation of the transactions contemplated hereby shall be in effect, nor shall any material proceeding initiated by any Governmental Authority of competent jurisdiction having valid enforcement authority seeking such an Order be pending, nor shall there be any action taken, nor any Law or Order enacted, entered or enforced that has not been subsequently overturned or otherwise made inapplicable to this Agreement, that makes the consummation or performance of any of the transactions contemplated hereby illegal; (b) Any waiting period (including any extension thereof) applicable to the purchase and sale of the Membership Interest to the Purchaser under the HSR Act shall have been terminated or expired; and (ce) The Seller Approvals and All conditions precedent to the Purchaser Approvals effectiveness of the Plan (other than the Closing) shall have been obtained and do not contain satisfied or result in any condition, requirement or other term that (i) requires waived by the divestiture or transfer of control of any assets by Purchaser or any of its Affiliates or (ii) would result in a Seller Material Adverse Effect, Purchaser Material Adverse Effect or Project Company Material Adverse Effectrelevant parties.

Conditions Precedent to Obligations of Each Party. The respective obligations of the Seller Acquiror and the Purchaser Shareholders to consummate the transactions contemplated by this Agreement are subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions: (a) No Order issued by any Governmental Authority of competent jurisdiction preventing the consummation of effect the transactions contemplated hereby shall be in effect, nor shall any material proceeding initiated by any Governmental Authority of competent jurisdiction having valid enforcement authority seeking such an Order be pending, nor shall there be any action taken, nor any Law subject to the satisfaction at or Order enacted, entered or enforced that has not been subsequently overturned or otherwise made inapplicable prior to this Agreement, that makes the consummation or performance of any Closing of the transactions contemplated hereby illegalfollowing conditions, any or all of which may be waived by the agreement of the parties, in whole or in part, to the extent permitted by applicable law: (a) the positive advice of the Works Council with respect to the Acquisition and any other matter relating to the Acquisition for which positive advice is required shall have been obtained; (b) Any Acquiror, each of the Shareholders and the Escrow Agent shall each have executed and delivered the Escrow Agreement; (c) no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law or Order which is in effect and which has the effect of making the Acquisition or the other transactions contemplated in this Agreement illegal or otherwise prohibiting consummation of the Acquisition or such other transactions; (d) the applicable waiting period (including any extension thereof) applicable to the purchase and sale of the Membership Interest to the Purchaser under the HSR Act shall have expired or been terminated terminated; (e) the applicable waiting period under any competition Law or expiredOrder of any foreign Governmental Entity shall have expired or been terminated; (f) The Stichting and (if required by such entity's organizational documents) each entity to which the Stichting has transferred depositary receipts representing interests in Company Shares shall have amended their respective articles and conditions of administration to enable them to consummate the Acquisition and the depositary receipt holders in the Stichting shall have taken such action necessary to permit the Stichting to sell the Company Shares held by it; and (cg) The Seller Approvals and the Purchaser Approvals shall have been obtained and do not contain or result in any condition, requirement or other term satisfaction of all applicable requirements imposed by Dutch Law that (i) requires the divestiture or transfer of control of any assets by Purchaser or any of its Affiliates or (ii) would result in a Seller Material Adverse Effect, Purchaser Material Adverse Effect or Project Company Material Adverse Effectmust be satisfied prior to Closing.

Conditions Precedent to Obligations of Each Party. The respective obligations of the Seller and the Purchaser each party to consummate the transactions contemplated by this Agreement are shall be subject to the fulfillment, on at or prior to the Closing DateClosing, of each of the following conditions: (a) No Order issued by any Governmental Authority of competent jurisdiction preventing all waiting periods (and extensions thereof) under the consummation of HSR Act applicable to the transactions contemplated hereby shall be in effect, nor shall any material proceeding initiated by any Governmental Authority of competent jurisdiction having valid enforcement authority seeking such an Order be pending, nor shall there be any action taken, nor any Law have expired or Order enacted, entered or enforced that has not been subsequently overturned or otherwise made inapplicable to this Agreement, that makes the consummation or performance of any of the transactions contemplated hereby illegalterminated; (b) Any waiting period (including no Governmental Authority or Antitrust Authority of competent authority and jurisdiction shall have enacted, issued, promulgated, enforced or entered any extension thereof) applicable order, writ, judgment, injunction, decree, stipulation or determination which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions, and there shall be no pending lawsuit, claim or legal action relating to the purchase and sale of transactions contemplated by this Agreement which seeks to prohibit or restrict the Membership Interest to the Purchaser under the HSR Act shall have been terminated or expiredtransactions contemplated by this Agreement; and (c) The Seller Approvals and the Purchaser Approvals consents, approvals or authorizations of the Governmental Authorities set forth on Schedule 6.02(a)(i) of the Company Disclosure Schedule shall have been obtained and do not contain shall be in full force and effect, and all waiting periods required thereunder shall have expired or result in any condition, requirement or other term that (i) requires the divestiture or transfer of control of any assets by Purchaser or any of its Affiliates or (ii) would result in a Seller Material Adverse Effect, Purchaser Material Adverse Effect or Project Company Material Adverse Effectbeen terminated.

Conditions Precedent to Obligations of Each Party. (a) The respective obligations of the Seller and the Purchaser to consummate the transactions contemplated by each party under this Agreement are subject to contingent upon the fulfillment, on or satisfaction prior to the Closing Date, of each Date of the following conditions: (a) No Order issued condition precedent that at Closing, no suit, action, order or other proceedings shall be pending or threatened before any court or governmental commission, board or agency in which it is sought by a person or entity other than the parties hereto or any Governmental Authority of competent jurisdiction preventing their affiliates, officers or directors, to restrain, enjoin or otherwise prohibit the consummation of the transactions contemplated hereby shall be by this Agreement, or to obtain substantial damages in effect, nor shall any material proceeding initiated by any Governmental Authority of competent jurisdiction having valid enforcement authority seeking such an Order be pendingconnection with this Agreement or the transactions contemplated thereby, nor shall there be any action takeninvestigation by any governmental agency pending or threatened which might result in any such suit, nor any Law action, order or Order enacted, entered other proceedings seeking to restrain or enforced that has not been subsequently overturned or otherwise made inapplicable to this Agreement, that makes the prohibit consummation or performance of any of the transactions Agreement or the transaction contemplated hereby illegalthereby; (b) Any waiting period All material consents and approvals, if any, of third parties or any regulatory body or authority, whether required contractually or by applicable federal, state, or local law, or otherwise necessary for the execution, delivery, and performance of this Agreement by Seller (including any extension thereofexcept for approvals of governmental agencies customarily obtained subsequent to transfer of title and those consents and approvals if not obtained would not result in a material adverse effect on the Properties) applicable to the purchase and sale of the Membership Interest to the Purchaser under the HSR Act shall which have not been terminated or expired; and (c) The Seller Approvals and the Purchaser Approvals waived by Buyer shall have been obtained and do delivered to Buyer by the Closing Date and shall not contain have been withdrawn or result in any conditionrevoked; (c) Consummation of this purchase and sale transaction shall not have been prevented from occurring by (and the required waiting period, requirement or other term that (iif any, shall have expired under) requires the divestiture or transfer ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of control 1976, as amended, and rules and regulations of any assets by Purchaser or any the Federal Trade Commission and Department of its Affiliates or (ii) would result in a Seller Material Adverse Effect, Purchaser Material Adverse Effect or Project Company Material Adverse EffectJustice.

Conditions Precedent to Obligations of Each Party. (a) The respective obligations of the Seller and the Purchaser to consummate the transactions contemplated by each party under this Agreement are subject to contingent upon the fulfillment, on or satisfaction prior to the Closing Date, of each Date of the following conditions: (a) No Order issued condition precedent that at Closing, no suit, action, order or other proceedings shall be pending or threatened before any court or governmental commission, board or agency in which it is sought by a person or entity other than the parties hereto or any Governmental Authority of competent jurisdiction preventing their affiliates, officers or directors, to restrain, enjoin or otherwise prohibit the consummation of the transactions contemplated hereby shall be by this Agreement, or to obtain substantial damages in effect, nor shall any material proceeding initiated by any Governmental Authority of competent jurisdiction having valid enforcement authority seeking such an Order be pendingconnection with this Agreement or the transactions contemplated thereby, nor shall there be any action takeninvestigation by any governmental agency pending or threatened which might result in any such suit, nor any Law action, order or Order enacted, entered other proceedings seeking to restrain or enforced that has not been subsequently overturned or otherwise made inapplicable to this Agreement, that makes the prohibit consummation or performance of any of the transactions Agreement or the transaction contemplated hereby illegalthereby; (b) Any waiting period All consents and approvals, if any, of third parties or any regulatory body or authority, whether required contractually or by applicable federal, state, or local law, or otherwise necessary for the execution, delivery, and performance of this Agreement by Seller (including any extension thereofexcept for approvals of governmental agencies customarily obtained subsequent to transfer of title) applicable to the purchase and sale of the Membership Interest to the Purchaser under the HSR Act shall which have not been terminated or expired; and (c) The Seller Approvals and the Purchaser Approvals waived by Buyer shall have been obtained and do delivered to Buyer by the Closing Date and shall not contain have been withdrawn or result in any conditionrevoked; (c) Consummation of this purchase and sale transaction shall not have been prevented from occurring by (and the required waiting period, requirement or other term that (iif any, shall have expired under) requires the divestiture or transfer ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of control 1976, as amended, and rules and regulations of any assets by Purchaser or any the Federal Trade Commission and Department of its Affiliates or (ii) would result in a Seller Material Adverse Effect, Purchaser Material Adverse Effect or Project Company Material Adverse EffectJustice.