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

Conditions to Obligation of Each Party to Close. The sale and purchase of the Shares at the Closing and the respective obligations of each Party to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction or written waiver by each of Purchaser, in its sole discretion, and Seller, in its sole discretion, in each case, at or prior to the Closing Date, of the following conditions: (a) any requisite filings with any competition authorities (the “Competition Authorities”) as set forth in Schedule 5.1 shall have been made, and the Competition Authorities shall have given all clearances or approvals necessary to permit the consummation and the completion of the transactions contemplated hereunder and contemplated pursuant to the Transaction Agreements, or all required waiting periods (including any extensions thereof) under applicable Competition Laws of such Competition Authorities shall have expired, whatever may occur first; (b) no Law shall have been enacted, promulgated or remain in effect that prohibits or makes illegal or which could otherwise restrain or prohibit the consummation of the transactions contemplated hereunder or pursuant to the Transaction Agreements; and (c) no Order which seeks to prevent or enjoin the consummation of the transactions contemplated by this Agreement or the Transaction Agreements shall have been commenced or be continuing.

Conditions to Obligation of Each Party to Close. The sale and purchase of the Shares at the Closing and the respective obligations of each Party party to consummate effect the transactions contemplated by this Agreement Transactions shall be subject to the satisfaction or written waiver by each of Purchaser, in its sole discretion, and Seller, in its sole discretion, in each case, at or prior to the Closing Date, Date of the following conditions: (a) no preliminary or permanent injunction or other Order of any requisite filings with any competition authorities (the “Competition Authorities”) as set forth in Schedule 5.1 Governmental Body shall have been madebecome effective restraining, and the Competition Authorities shall have given all clearances enjoining or approvals necessary to permit otherwise prohibiting or making illegal the consummation and the completion of the transactions any Transactions contemplated hereunder and contemplated pursuant to the by any Transaction Agreements, or all required waiting periods (including any extensions thereof) under applicable Competition Laws of such Competition Authorities shall have expired, whatever may occur firstDocument; (b) no Law the Seller shall have been enacted, promulgated or remain in effect that prohibits or makes illegal or which could otherwise restrain or prohibit obtained a waiver from the consummation Lenders permitting the discharge of the transactions contemplated hereunder or pursuant Existing Liens, the release of the Existing Guarantees and the satisfaction and discharge of the Existing Indebtedness, on terms satisfactory to the Transaction AgreementsSeller, upon the Purchaser's repayment on behalf of the Company of the Existing Indebtedness Repayment Amount and the replacement of the Existing Letters of Credit contemplated by Section 7.3; and (c) no Order which seeks all material consents, approvals and authorizations required to prevent or enjoin be obtained under any Applicable Laws relating to the consummation of Transactions shall have been obtained and all required filings, if any, under any Applicable Laws, including the HSR Act, shall have been made and any required waiting period under such laws applicable to the transactions contemplated by this Agreement or the Transaction Agreements shall have expired or been commenced or be continuingearlier terminated.