Common use of Conditions Precedent to the Obligations of Assignor Clause in Contracts

Conditions Precedent to the Obligations of Assignor. The obligations of Assignee to effect the transactions contemplated by this Agreement are subject to the satisfaction or written waiver by Assignor of the following conditions precedent: (i) the representations and warranties of Assignee in Section 3 shall have been accurate, true and correct in all material respects on and as of the Effective Date and shall also be accurate, true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date); provided that any representation or warranty which by its terms is qualified by materiality shall be true and correct in all respects; (ii) Assignee shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it under this Agreement; (iii) the Assignment shall have been duly executed and delivered by Assignee and shall be effective as of the Closing Date; (iv) no temporary restraining order, preliminary or permanent injunction or other order or decree by any court of competent jurisdiction that prevents the consummation of the transactions contemplated hereby or imposes material conditions with respect thereto shall have been issued and remain in effect (each party agreeing to use its reasonable commercial efforts to have any such injunction, order or decree lifted) and no action shall have been taken, and no statute, rule or regulation shall have been enacted, by any state or federal governmental entity that would prevent the consummation of the transactions contemplated hereby or impose material conditions with respect thereto; and (v) no action, suit or proceeding shall be pending or, to Assignee’s knowledge, threatened before any governmental entity or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation.