Common use of Conditions to Obligation of all Parties Clause in Contracts

Conditions to Obligation of all Parties. The respective obligations of Buyer and Sellers to effect the Closing is subject to the satisfaction or explicit written waiver at or prior to the Closing of the following conditions: (a) any waiting period applicable to the consummation of the Closing under the HSR Act shall have terminated or expired; (b) all other applicable waiting periods have expired and all other approvals, licenses, authorizations, filings, registrations, applications, notifications, consents, waivers, releases and orders required to be made or filed with or obtained from any Governmental Entity in connection with this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby set forth on Schedule 6.1(b) (collectively, “Governmental Approvals”) shall have been made or obtained, shall be in full force and effect and shall not include any term or condition requiring any party to take or refrain from taking or to agree to take or refrain from taking any action or to suffer to exist any restriction or requirement which would, individually or together with all other such terms and conditions of Governmental Approvals, be reasonably expected to result in a Material Negative Condition; (c) the Novation Approvals with respect to policies subject to the laws of the jurisdictions set forth on Schedule 6.1(c) shall have been made or obtained and be in full force and effect without any term or condition that would reasonably be expected to result in a Material Negative Condition; (d) the approvals, notifications, consents, waivers and releases from third parties other than Governmental Entities set forth on Schedule 6.1(d) shall have been made or obtained; and (e) no provision of any Applicable Law shall prohibit Buyer from consummating or performing the transactions contemplated by this Agreement or the Ancillary Agreements, except if such prohibition would not reasonably be expected to result in a Material Negative Condition, and there shall not be instituted by any Governmental Entity any Action which seeks to enjoin or otherwise prevent consummation of the transactions contemplated by this Agreement or the Ancillary Agreements.