Common use of Conditions to Each Party’s Obligation to Close Clause in Contracts

Conditions to Each Party’s Obligation to Close. The respective obligations of each party to consummate the Closing shall be subject to the fulfillment, on or before the Closing Date, of the following conditions: (a) no statute, rule, regulation or order entered, promulgated or enacted by any Governmental Authority shall be in effect that would prohibit the consummation of the Transactions or has the effect of making them illegal; (b) no preliminary or permanent injunction, decree or other order shall have been issued by any Governmental Authority which prohibits the consummation of the Transactions and which is in effect at the Closing; provided, however, that in the case of any such injunction, decree or order entered against the Seller Parent, the Seller or any of the Subsidiaries, the Seller shall have, and in the case of any such injunction, decree or order entered against the Purchaser or the Purchaser Parent, the Purchaser shall have, used its commercially reasonable efforts to prevent the entry of any such injunction, decree or order and to appeal promptly any such injunction, decree or order and to appeal promptly any such injunction, decree or order that may be entered; (c) all applicable waiting periods under the HSR Act with respect to the transactions contemplated by this Agreement shall have expired or been terminated; and (d) all other Governmental Authorizations that are required to be obtained before the Closing and that are necessary to permit the consummation of the Transactions, shall have been received.

Conditions to Each Party’s Obligation to Close. The respective obligations obligation of each party to consummate effect the Closing Exchange shall be subject to the fulfillment, on satisfaction at or before prior to the Closing Effective Date, of the following conditions: (a) The Financial Restructuring shall have been concluded and, to the extent applicable, the Bankruptcy Court shall have entered a Final Order approving the Confirmed Plan, and such Confirmed Plan shall be effective; (b) The Trustees and Newco shall have executed all necessary documents, including any Indentures required by the Trustees; (c) All material filings, notifications, consents or approvals required by Law with respect to the Exchange shall have been made and, to the extent required, obtained, and any waiting period (and any extension thereof) applicable by Law to the Exchange shall have expired or terminated; and (d) No action shall be pending which seeks to challenge or enjoin the Exchange under any Law, and no temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing the consummation of the Exchange shall be in effect; nor shall there be any statute, rule, regulation or order enacted, entered, promulgated or enacted enforced by any Governmental Authority shall be in effect that would prohibit governmental authority which prevents or prohibits the consummation of the Transactions or has Exchange. In the effect of making them illegal; (b) no preliminary or permanent injunction, decree event an injunction or other order shall have been issued by any Governmental Authority which prohibits the consummation of the Transactions and which is in effect at the Closing; providedissued, however, that in the case of any such injunction, decree or order entered against the Seller Parent, the Seller or any of the Subsidiaries, the Seller shall have, and in the case of any such injunction, decree or order entered against the Purchaser or the Purchaser Parent, the Purchaser shall have, used each party agrees to use its commercially reasonable efforts to prevent the entry of any have such injunction, decree injunction or other order and to appeal promptly any such injunction, decree or order and to appeal promptly any such injunction, decree or order that may be entered; (c) all applicable waiting periods under the HSR Act with respect to the transactions contemplated by this Agreement shall have expired or been terminated; and (d) all other Governmental Authorizations that are required to be obtained before the Closing and that are necessary to permit the consummation of the Transactions, shall have been receivedlifted.

Conditions to Each Party’s Obligation to Close. The respective obligations obligation of each party to consummate close the Closing transactions contemplated hereby shall be subject to the fulfillment, on fulfillment at or before prior to the Closing Date, of the following conditions: (aA) no statute, rule, regulation or order entered, promulgated or enacted by any Governmental Authority Neither of the parties hereto shall be in effect that would prohibit the consummation subject to any Order or injunction of the Transactions or has the effect a court of making them illegal; (b) no preliminary or permanent injunction, decree or other order shall have been issued by any Governmental Authority competent jurisdiction which prohibits the consummation of the Transactions and which is in effect at the Closing; provided, however, that in the case of any such injunction, decree or order entered against the Seller Parent, the Seller or any of the Subsidiaries, the Seller shall have, and in the case of any such injunction, decree or order entered against the Purchaser or the Purchaser Parent, the Purchaser shall have, used its commercially reasonable efforts to prevent the entry of any such injunction, decree or order and to appeal promptly any such injunction, decree or order and to appeal promptly any such injunction, decree or order that may be entered; (c) all applicable waiting periods under the HSR Act with respect to the transactions contemplated by this Agreement or any of the other Transaction Documents or which could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated hereby or thereby to Purchaser. In the event any such Order or injunction shall have expired been issued, each party agrees to use its reasonable efforts to have any such Order or been terminated; andinjunction lifted. There shall not be pending or threatened on the Closing Date any Action which could reasonably be expected to result in the issuance of any such Order or injunction. (dB) all All consents, authorizations, orders and approvals of (or filings or registrations with) any governmental commission, board or other Governmental Authorizations that are regulatory body required in connection with the execution, delivery and performance of this Agreement and the other Transaction Documents shall have been obtained or made, except for any other documents required to be obtained before filed after the Closing and that Date, which are necessary to permit set forth in the consummation of the Transactions, shall have been receivedDisclosure Letter.

Conditions to Each Party’s Obligation to Close. The respective obligations of each party to consummate the Closing transactions provided for in this Agreement shall be subject to the fulfillment, on or before prior to the Closing Date, of the following conditions: (a) no preliminary or permanent injunction or other order, decree or ruling issued by any court of competent jurisdiction nor any statute, rule, regulation or order entered, promulgated or enacted by any Governmental Authority governmental, regulatory or administrative agency or authority shall be in effect that would prohibit prevent the consummation of the Transactions or has the effect of making them illegaltransactions provided for in this Agreement; (b) no preliminary there shall not be pending nor shall there have been threatened, any litigation, investigation, action, suit or permanent injunctionproceeding by or before any court, decree arbitrator or administrative or governmental body challenging the lawfulness of or seeking to prevent or delay any aspect of the transactions provided for in this Agreement or seeking monetary or other order shall have been issued relief by any Governmental Authority which prohibits reason of the consummation of the Transactions and which is in effect at the Closing; provided, however, that in the case of any such injunction, decree or order entered against the Seller Parent, the Seller or any of the Subsidiaries, the Seller shall have, and in the case of any such injunction, decree or order entered against the Purchaser or the Purchaser Parent, the Purchaser shall have, used its commercially reasonable efforts to prevent the entry of any such injunction, decree or order and to appeal promptly any such injunction, decree or order and to appeal promptly any such injunction, decree or order that may be entered;transactions; and (c) all applicable waiting periods under the HSR Act with respect to the transactions contemplated by this Agreement shall have expired or been terminated; and (d) all other Governmental Authorizations that governmental and regulatory consents and approvals which are required to be obtained before prior to the Closing and that which are necessary to permit the consummation of the Transactionstransactions provided for in this Agreement, and all third party consents which are required by this Agreement to be obtained prior to the Closing (other than consents which the Corporation and Sellers are unable to obtain, or which cannot be obtained without unreasonable effort or expense by the Corporation or Sellers, the failure or inability of which to obtain would not or is reasonably likely not to result in a Material Adverse Effect on the Corporation) shall have been received, and no such approvals or consents shall impose any condition or limitation that would result or be reasonably likely to result in a Material Adverse Effect on the Corporation.

Conditions to Each Party’s Obligation to Close. The respective obligations obligation of each party of Seller and Parent, on the one hand, and Purchaser, on the other hand, to consummate the Closing this Agreement shall be subject to the fulfillment, on or before the satisfaction prior to Closing Date, of the following conditions: (a) no The obtaining of all required consents, orders or approvals of, and the making of all required declarations or filings with, all governmental entities relating to the consummation of the transactions contemplated by this Agreement including the filings and approvals referred to in Sections 5.6(d) and 6.5(c), and the expiration of all applicable regulatory waiting periods. (b) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition (an "Injunction") preventing the consummation of the transactions contemplated by this Agreement shall be in effect, nor shall any proceeding by any governmental entity seeking any such Injunction be pending. No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, or enforced by any governmental entity which prohibits, restricts or makes illegal consummation of the transaction contemplated by this Agreement. (c) There shall not be any action taken, or any statute, rule, regulation or order enacted, entered, promulgated enforced or enacted by any Governmental Authority shall be in effect that would prohibit the consummation of the Transactions or has the effect of making them illegal; (b) no preliminary or permanent injunction, decree or other order shall have been issued by any Governmental Authority which prohibits the consummation of the Transactions and which is in effect at the Closing; provided, however, that in the case of any such injunction, decree or order entered against the Seller Parent, the Seller deemed applicable to this Agreement or any of the Subsidiariestransactions contemplated hereby, by any governmental entity which, in connection with the grant of a requisite regulatory approval, imposes any condition or restriction upon Seller shall have, and in or Purchaser which would so materially adversely impact the case economic or business benefits of any such injunction, decree or order entered against the Purchaser or the Purchaser Parent, the Purchaser shall have, used its commercially reasonable efforts to prevent the entry of any such injunction, decree or order and to appeal promptly any such injunction, decree or order and to appeal promptly any such injunction, decree or order that may be entered; (c) all applicable waiting periods under the HSR Act with respect to the transactions contemplated by this Agreement shall have expired as to render inadvisable, in the reasonable judgment of the Board of Directors of either Seller or been terminated; and (d) all other Governmental Authorizations that are required to be obtained before the Closing and that are necessary to permit Purchaser, the consummation of the Transactions, shall have been receivedthis Agreement.