Common use of Conditions to All Parties’ Obligations Clause in Contracts

Conditions to All Parties’ Obligations. The obligation of each of the Company, the Representative (on behalf of the Members, Optionholders and Warrantholders), the Purchaser and the Merger Sub to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions as of immediately prior to the Effective Time: (a) the applicable waiting periods under the HSR Act or any Other Antitrust Regulation shall have expired or been terminated, and all other material governmental filings, consents, authorizations and approvals that are required for the consummation of the transactions contemplated hereby, as set forth on the Governmental Consents Schedule, shall have been made and obtained; (b) no Law, injunction, order, judgment, decision, determination, decree or ruling shall have been issued, promulgated, enacted or enforced by any Governmental Body restraining, enjoining or otherwise prohibiting the performance of this Agreement or the consummation of any of the transactions contemplated hereby, and no action or proceeding before any Governmental Body shall be pending wherein an unfavorable order, judgment, decision, determination, decree or ruling would prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded; and (c) this Agreement shall not have been terminated in accordance with Section 9.01.

Conditions to All Parties’ Obligations. The obligation obligations of each of the Company, the Representative (on behalf of the Members, Optionholders Seller and Warrantholders), the Purchaser and the Merger Sub Buyer to consummate the transactions contemplated by this Agreement is are subject to the satisfaction of the following conditions as of immediately prior to the Effective TimeClosing Date: (a) the The applicable waiting periods periods, if any, under the HSR Act or any Other Antitrust Regulation shall have expired or been terminated, and all other material governmental filings, consents, authorizations and approvals that are required for the consummation of the transactions contemplated hereby, as set forth on the Governmental Consents Schedule, shall have been made and obtained; (b) no Law, injunction, order, judgment, decision, determination, decree Except for any pending action or ruling shall have been issued, promulgated, enacted proceeding directly or enforced indirectly initiated by any Governmental Body restraining, enjoining or otherwise prohibiting the performance of this Agreement or the consummation of any of party asserting its right to not consummate the transactions contemplated herebyby this Agreement pursuant to this Section 2.01(b), and no action or proceeding before any Governmental Body court or government body shall be pending wherein an unfavorable order, judgment, decision, determination, decree or ruling order would prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded; (c) All documentation required by the Lenders relating to the bifurcation of indebtedness owing by the Seller and the Company to the Lenders shall have been duly authorized, executed and delivered; such that after giving effect to such bifurcation, the Company’s Liabilities to the Lenders shall be limited to the Lenders Debt; and (cd) this This Agreement shall not have been terminated in accordance with Section 9.017.01(a).

Conditions to All Parties’ Obligations. The obligation of each obligations of the Company, the Representative (on behalf of the Members, Optionholders and Warrantholders), the Purchaser and the Merger Sub Parties to consummate the transactions contemplated by this Agreement is Closing are subject to the satisfaction (or, if permitted by applicable Law, waiver by the party for whose benefit such condition exists) of the following conditions as of immediately or prior to the Effective TimeClosing Date: (a) the applicable waiting periods (and any extensions thereof), if any, under the HSR Act or any Other Antitrust Regulation shall will have expired or been terminated, and all other material governmental filings, consents, authorizations and approvals that are required for the consummation of the transactions contemplated hereby, as set forth on the Governmental Consents Schedule, shall have been made and obtained; (b) no Lawtemporary or permanent restraining order, preliminary or permanent injunction, orderOrder, judgment, decision, determination, decree judgment or ruling shall have been issuedenacted, promulgated, enacted issued, entered, amended or enforced by any Governmental Body will be in effect enjoining, restraining, enjoining preventing or otherwise prohibiting consummation of the performance of this Agreement Closing or the other transactions contemplated hereby or making the consummation of any of the Closing or the other transactions contemplated hereby, and no action or proceeding before any Governmental Body shall be pending wherein an unfavorable order, judgment, decision, determination, decree or ruling would prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded; andhereby illegal; (c) this Agreement shall will not have been terminated in accordance with Section 9.018.01; (d) the Receiver’s approval of the transactions contemplated by this Agreement shall have been received and not revoked; and (e) to the extent that a Receivership Required Consent is required to be obtained, such Receivership Required Consent shall have been received and not revoked.

Conditions to All Parties’ Obligations. The obligation of each of the Company, the Representative (on behalf of the Members, Optionholders and Warrantholders)Blocker Corps, the Purchaser Sellers and the Merger Sub Purchaser to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions as of immediately prior to the Effective TimeClosing: (a) the The applicable waiting periods under the HSR Act or any Other Antitrust Regulation shall have expired or been terminated, and all other material governmental Governmental Body filings, consents, authorizations and approvals that are required for the consummation of the transactions contemplated hereby, as by this Agreement and set forth on the Governmental Consents Schedule, Schedule 9.03(a) shall have been made and obtained, provided that, without limiting the generality of Section 8.08 and Section 12.05(d), the Purchaser shall not be required to undertake any of the actions described in Section 12.05(d) in connection therewith; (b) no Law, injunction, order, judgment, decision, determination, decree or ruling shall have been issued, promulgated, enacted or enforced by any Governmental Body restraining, enjoining or otherwise prohibiting the performance of this Agreement or the consummation of any of the transactions contemplated hereby, and no No action or proceeding before any Governmental Body shall be pending wherein an unfavorable order, judgment, decision, determination, decree or ruling order would prevent the performance of this Agreement restrain, enjoin or otherwise prohibit, or declare unlawful, the consummation of any of the transactions contemplated herebyby this Agreement, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded; and (c) this This Agreement shall not have been terminated in accordance with Section 9.0110.01.

Conditions to All Parties’ Obligations. The obligation of each of the Company, the Representative (on behalf of the Members, Optionholders Seller and Warrantholders), the Purchaser and the Merger Sub to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions as of immediately prior to the Effective TimeClosing: (a) the applicable approvals and waiting periods under the HSR Act or and any Other Antitrust Regulation shall have expired or been terminated, and all other material governmental filings, consents, authorizations and approvals Regulations that are required for the consummation of the transactions contemplated hereby, as hereby and set forth on the Governmental Consents Schedule, Schedule shall have been made received and obtainedremain in effect (in the case of approvals) or expired, waived or been terminated (in the case of waiting periods); (b) no Law, injunction, order, judgment, decision, determination, decree or ruling shall have been issued, promulgated, enacted or enforced by any Governmental Body restraining, enjoining or otherwise prohibiting the performance of this Agreement or the consummation of any of the transactions contemplated hereby, and no action or proceeding before any Governmental Body shall be pending wherein an unfavorable order, judgment, decision, determination, decree or ruling would prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded; (c) the Escrow Agent will have duly executed and delivered the Escrow Agreement; and (cd) this Agreement shall not have been terminated in accordance with Section 9.01.

Conditions to All Parties’ Obligations. The obligation of each of the Company, the Representative (on behalf of the Members, Optionholders and Warrantholders)Sellers, the Purchaser Seller Representative and the Merger Sub Purchaser to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions as of immediately prior to the Effective TimeClosing: (a) the applicable approvals and waiting periods under the HSR Act or and any Other Antitrust Regulation shall have expired or been terminated, and all other material governmental filings, consents, authorizations and approvals Regulations that are required for the consummation of the transactions contemplated hereby, as hereby and set forth on the Governmental Consents Schedule, Schedule shall have been made received and obtainedremain in effect (in the case of approvals) or expired, waived or been terminated (in the case of waiting periods); (b) no LawLaw or final, binding and non-appealable injunction, order, judgment, decision, determination, decree or ruling shall have been issued, promulgated, enacted or enforced by any Governmental Body after the date hereof restraining, enjoining or otherwise prohibiting the performance of this Agreement or the consummation of any of the transactions contemplated hereby, and no action or legal proceeding before any commenced by a Governmental Body shall be pending wherein and seeking such an unfavorable injunction, order, judgment, decision, determination, decree or ruling would prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to shall be rescindedpending; and (c) this Agreement shall not have been terminated in accordance with Section 9.01.

Conditions to All Parties’ Obligations. The obligation of each of the Company, the Representative (on behalf of the Members, Optionholders Members and WarrantholdersOptionholders), the Purchaser and the Merger Sub to consummate the transactions contemplated by this Agreement is subject to the satisfaction or, to the extent permitted by Law, waiver of the following conditions as of immediately prior to the Effective Time: (a) the applicable waiting periods under the HSR Act or any Other Antitrust Regulation shall have expired or been terminated, and all other material governmental filings, consents, authorizations and approvals that are required for the consummation of the transactions contemplated hereby, as set forth on the Governmental Consents Schedule, shall have been made and obtained; (b) no Law, injunction, order, judgment, decision, determination, decree or ruling shall have been issued, promulgated, enacted or enforced by any Governmental Body Body, and no other restraint or prohibition under Law shall have been issued or come into effect, restraining, enjoining or otherwise prohibiting the performance of this Agreement or the consummation of any of the transactions contemplated hereby, and no action or proceeding before any Governmental Body shall be pending wherein an unfavorable order, judgment, decision, determination, decree or ruling would prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded; and (c) this Agreement shall not have been validly terminated in accordance with Section 9.01.

Conditions to All Parties’ Obligations. The obligation of each of the Company, the Representative (on behalf of the Members, Optionholders and Warrantholders), the Purchaser and the Merger Sub Seller to consummate the transactions contemplated by this Agreement hereby is subject to the satisfaction of the following conditions as of immediately prior to the Effective TimeClosing, any of which conditions may, to the extent permitted by applicable Law, be waived in writing by either party in its sole discretion, provided that such waiver shall only be effective as to the obligations of such party: (a) the applicable waiting periods under the HSR Act or any Other Antitrust Regulation shall have expired or been terminated, and all other material governmental filings, consents, authorizations and approvals that are required for the consummation of the transactions contemplated hereby, as set forth on the Governmental Consents Schedule, shall have been made and obtained; (b) no Law, No injunction, order, judgment, decision, determination, decree or ruling shall have been issued, promulgated, enacted or enforced by any Governmental Body restraining, enjoining or otherwise prohibiting the performance of this Agreement or the consummation of any of the transactions contemplated hereby, and no action or proceeding before any Governmental Body shall be pending wherein an unfavorable order, judgment, decision, determination, decree or ruling would prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded; and (cb) this This Agreement shall not have been terminated in accordance with Section 9.01.