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

Conditions to Obligations of All Parties. The respective obligations of each party to carry out the transactions contemplated by this Agreement are subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions: (a) All filings with all Governmental Authorities required to be made in connection with the transactions contemplated hereby shall have been made, and all orders, permits, waivers, authorizations, exemptions, and approvals of such entities required to be in effect on the date of the Closing in connection with the transactions contemplated hereby shall have been issued, and all such orders, permits, waivers, authorizations, exemptions or approvals shall be in full force and effect on the date of the Closing; provided, however, that no provision of this Agreement shall be construed as requiring any party to accept, in connection with obtaining any other requisite approval, clearance or assurance of non-opposition, avoiding any challenge, or negotiating settlement, any condition that would materially change or restrict the manner in which the Company or GRS conducts or proposes to conduct its business, and no transfers of licenses shall occur prior to the Closing. (b) None of the parties hereto shall be subject to any statute, rule, regulation, decree, ruling, injunction or other order issued by any Governmental Authorities of competent jurisdiction (collectively, an "Injunction") which prohibits, restrains, enjoins or restricts the consummation of the transactions contemplated by this Agreement.

Conditions to Obligations of All Parties. The respective obligations of each party to carry out the transactions contemplated by this Agreement are subject to the satisfaction or waiver on or prior to the Closing Date Date, or on such other date as provided herein, of the following conditions: (a) All filings with all Governmental Authorities required to be made in connection with the transactions contemplated hereby shall have been made, except that such filing shall be made and all orders, permits, waivers, authorizations, exemptions, and approvals of such entities required to be in effect on the date of the Closing in connection with the transactions contemplated hereby including, without limitation, approvals by the Chilean Ministry of Communications and the Foreign Investment Committee shall have been issued, and all such orders, permits, waivers, authorizations, . exemptions or approvals shall be in full force and effect on the date of the Closing; provided, however, that no provision of this Agreement shall be construed as requiring any party to accept, in connection with obtaining any other requisite approval, clearance or assurance of non-opposition, avoiding any challenge, or negotiating settlement, any condition that would materially change or restrict the manner in which the Company or GRS the Buyer conducts or proposes to conduct its business. Notwithstanding the above, and no transfers it is understood that the Stockholder shall obtain the registration of licenses shall occur prior to 99.9% of the ClosingCompany Common Stock with the Superintendencia de Valores y Seguros by November 30, 1997. (b) None of the parties hereto shall be subject to any statute, rule, regulation, decree, ruling, injunction or other order issued by any Governmental Authorities Entity of competent jurisdiction (collectively, an "Injunction") which prohibits, restrains, enjoins or restricts the consummation of the transactions contemplated by this Agreement. (c) The Buyer, the Escrow Agent and the Stockholder shall have executed and delivered the Escrow Agreement as set forth in Exhibit A.

Conditions to Obligations of All Parties. The respective obligations of each party Party to carry out consummate the transactions contemplated by this Agreement are shall be subject to the satisfaction or waiver on fulfillment, at or prior to the Closing Date Closing, of each of the following conditions: (a) All filings with all No Governmental Authorities required to be made Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in connection with effect and has the effect of making the transactions contemplated hereby by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof, and no other Action shall have been made, and all orders, permits, waivers, authorizations, exemptions, and approvals of such entities required to be in effect on the date of the Closing in connection with the transactions contemplated hereby shall have been issued, and all such orders, permits, waivers, authorizations, exemptions commenced against Buyer or approvals shall be in full force and effect on the date of the Closing; provided, however, that no provision of this Agreement shall be construed as requiring any party to accept, in connection with obtaining any other requisite approval, clearance Seller or assurance of non-opposition, avoiding any challenge, or negotiating settlement, any condition that would materially change or restrict the manner in which the Company or GRS conducts or proposes to conduct its business, and no transfers of licenses shall occur prior to which would prevent the Closing. (b) None Buyer shall have received approval of its listing application to have the parties hereto shall be Transaction Shares listed on the Nasdaq, subject to any statute, rule, regulation, decree, ruling, injunction or other order issued by any official notification. (c) All Governmental Authorities of competent jurisdiction (collectively, an "Injunction") which prohibits, restrains, enjoins or restricts Authorities’ approvals required for the consummation of the transactions contemplated hereby, if any, shall have been obtained. (d) The Stockholder Approval shall have been obtained. (e) The Proxy Statement shall have become effective under the Securities Act. No stop order suspending the effectiveness of the Proxy Statement will have been issued by this Agreementthe SEC and no proceedings for that purpose and no similar proceeding in respect of the Proxy Statement will have been initiated or, to the knowledge of Buyer, threatened by the SEC.

Conditions to Obligations of All Parties. The respective obligations of each party Party to carry out consummate the transactions contemplated by this Agreement are shall be subject to the satisfaction or waiver on fulfillment, at or prior to the Closing Date Closing, of each of the following conditions: (a) All filings with all No Governmental Authorities required to be made Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in connection with effect and has the effect of making the transactions contemplated hereby by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof, and no other Action shall have been made, and all orders, permits, waivers, authorizations, exemptions, and approvals of such entities required to be in effect on the date of the Closing in connection with the transactions contemplated hereby shall have been issued, and all such orders, permits, waivers, authorizations, exemptions commenced against Buyer or approvals shall be in full force and effect on the date of the Closing; provided, however, that no provision of this Agreement shall be construed as requiring any party to accept, in connection with obtaining any other requisite approval, clearance or assurance of non-opposition, avoiding any challenge, or negotiating settlement, any condition that would materially change or restrict the manner in which the Company or GRS conducts or proposes to conduct its business, and no transfers of licenses shall occur prior to which would prevent the Closing. (b) None Buyer shall have received approval of its listing application to have the parties hereto shall be Transaction Shares listed on the Nasdaq, subject to any statute, rule, regulation, decree, ruling, injunction or other order issued by any official notification. (c) All Governmental Authorities of competent jurisdiction (collectively, an "Injunction") which prohibits, restrains, enjoins or restricts Authorities’ approvals required for the consummation of the transactions contemplated hereby, if any, shall have been obtained. (d) The Stockholder Approval shall have been obtained. (e) A registration statement on Form S-4 accompanying the Proxy Statement shall have become effective under the Securities Act. No stop order suspending the effectiveness of such registration statement will have been issued by this Agreementthe SEC and no proceedings for that purpose and no similar proceeding in respect of such registration statement will have been initiated or, to the knowledge of Buyer, threatened by the SEC.

Conditions to Obligations of All Parties. The respective obligations of each party to carry out the transactions contemplated by this Agreement are subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions: (a) All filings with all Governmental Authorities required to be made in connection with the transactions contemplated hereby shall have been made, and all orders, permits, waivers, authorizations, exemptions, and approvals of such entities required to be in effect on the date of the Closing in connection with the transactions contemplated hereby shall have been issued, and all such orders, permits, waivers, authorizations, exemptions or approvals shall be in full force and effect on the date of the Closing; provided, however, that no provision of this Agreement shall be construed as requiring any party to accept, in connection with obtaining any other requisite approval, clearance or assurance of non-opposition, avoiding any challenge, or negotiating settlement, any condition that would materially change or restrict the manner in which the Company Company, or GRS conducts or proposes to conduct its business, and no transfers of licenses shall occur prior to the Closing. (b) None of the parties hereto shall be subject to any statute, rule, regulation, decree, ruling, injunction or other order issued by any Governmental Authorities of competent jurisdiction (collectively, an "Injunction") which prohibits, restrains, enjoins or restricts the consummation of the transactions contemplated by this Agreement.

Conditions to Obligations of All Parties. The respective obligations of each party to carry out the transactions contemplated by this Agreement are subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions: (a) All filings with all Governmental Authorities required to be made in connection with the transactions contemplated hereby shall have been made, and all orders, permits, waivers, authorizations, exemptions, and approvals of such entities required to be in effect on the date of the Closing in connection with the transactions contemplated hereby shall have been including, without limitation, approvals by the Department of Justice and the Federal Trade Commission under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act"), ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ issued, and all such orders, permitspermit▇, waivers▇▇▇▇▇▇▇, authorizations, ▇▇▇▇▇▇▇▇ations. exemptions or approvals shall be in full force and effect on the date of the Closing; provided, however, that no provision of this Agreement shall be construed as requiring any party to accept, in connection with obtaining any other requisite approval, clearance or assurance of non-opposition, avoiding any challenge, or negotiating settlement, any condition that would materially change or restrict the manner in which the Company or GRS the Buyer conducts or proposes to conduct its business, and no transfers of licenses shall occur prior to the Closing. (b) None of the parties hereto shall be subject to any statute, rule, regulation, decree, ruling, injunction or other order issued by any Governmental Authorities Entity of competent jurisdiction (collectively, an "Injunction") which prohibits, restrains, enjoins or restricts the consummation of the transactions contemplated by this Agreement.

Conditions to Obligations of All Parties. The respective obligations of each party Party to carry out consummate the transactions contemplated by this Agreement are herein will be subject to the satisfaction or waiver on fulfillment, at or prior to the Closing Date Closing, of each of the following conditions: (a) All filings with all No Governmental Authorities required to be made Authority will have enacted, issued, promulgated, enforced or entered any Governmental Order which is in connection with effect and has the effect of making the transactions contemplated hereby shall have been madeherein illegal, and all orders, permits, waivers, authorizations, exemptions, and approvals otherwise restraining or prohibiting consummation of such entities required to be in effect on the date transactions or causing any of the Closing in connection with the transactions contemplated hereby shall have been issued, and all such orders, permits, waivers, authorizations, exemptions or approvals shall herein to be in full force and effect on the date of the Closing; provided, however, that no provision of this Agreement shall be construed as requiring any party to accept, in connection with obtaining any other requisite approval, clearance or assurance of non-opposition, avoiding any challenge, or negotiating settlement, any condition that would materially change or restrict the manner in which the Company or GRS conducts or proposes to conduct its business, and no transfers of licenses shall occur prior to the Closingrescinded following completion thereof. (b) None EWD will have received all Required Regulatory Approvals set forth in Schedule 3.06(a) and Buyer will have received all Required Regulatory Approvals set forth in Schedule 4.02, in each case, in form and substance satisfactory to each of EWD and Buyer in its sole discretion, and no such Required Regulatory Approvals will have been revoked. (c) No Action will have been commenced against Buyer, EWD, or any of their respective Affiliates that is reasonably likely to prevent the parties hereto shall be subject to any statute, rule, regulation, decree, ruling, Closing. No injunction or other restraining order will have been issued by any Governmental Authorities Authority, and be in effect, which restrains or prohibits any transaction contemplated hereby. (d) All conditions to the closing of competent jurisdiction (collectively, an "Injunction") which prohibits, restrains, enjoins or restricts the consummation transactions contemplated by the Stock Purchase Agreement shall have been satisfied and the closing of the transactions contemplated by the Stock Purchase Agreement shall occur simultaneously with the Closing of the transactions contemplated by this Agreement.

Conditions to Obligations of All Parties. The respective obligations of each party Party to carry out consummate the transactions contemplated by this Agreement are Agreement, and perform the actions required of such Party at the Closing, shall be subject to the satisfaction or written waiver on (to the extent permitted by applicable Law), at or prior to the Closing Date Closing, of each of the following conditions: (a) All filings with all no Governmental Authorities required to be made in connection with Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order that is outstanding and has the effect of either making the transactions contemplated hereby shall have been madeby this Agreement illegal, and all ordersotherwise restraining, permits, waivers, authorizations, exemptions, and approvals enjoining or prohibiting consummation of such entities required to be in effect on the date of the Closing in connection with the transactions contemplated hereby shall have been issuedby this Agreement, and all such orders, permits, waivers, authorizations, exemptions or approvals shall be in full force and effect on the date causing any of the Closing; provided, however, that no provision of transactions contemplated by this Agreement shall to be construed as requiring any party to accept, in connection with obtaining any other requisite approval, clearance or assurance of non-opposition, avoiding any challenge, or negotiating settlement, any condition that would materially change or restrict the manner in which the Company or GRS conducts or proposes to conduct its business, and no transfers of licenses shall occur prior to the Closing.rescinded following completion thereof; (b) None of all notices to, and declarations, filings and registrations with, and all consents, authorizations, approvals and waivers from, any Governmental Authority and other Persons required to consummate the parties hereto transactions contemplated under this Agreement, shall have been made or obtained; (c) no action, suit, or proceeding before any Governmental Authority shall be subject to any statutepending (or threatened), rule, regulation, decree, ruling, injunction or other order issued and no investigation by any Governmental Authorities of competent jurisdiction Authority shall have been commenced (collectivelyand be pending), an "Injunction"seeking to restrain or prohibit (or questioning the validity or legality of) which prohibits, restrains, enjoins or restricts the consummation of the transactions contemplated by this Agreement; (d) the applicable waiting period and any extensions of the filings made by Buyer and Sellers required pursuant to the HSR Act shall have expired or been terminated.

Conditions to Obligations of All Parties. The respective obligations of each party Party to carry out consummate the transactions contemplated by this Agreement are herein will be subject to the satisfaction or waiver on fulfillment, at or prior to the Closing Date Closing, of each of the following conditions: (a) All filings with all No Governmental Authorities required to be made Authority will have enacted, issued, promulgated, enforced or entered any Governmental Order which is in connection with effect and has the effect of making the transactions contemplated hereby shall have been madeherein illegal, and all orders, permits, waivers, authorizations, exemptions, and approvals otherwise restraining or prohibiting consummation of such entities required to be in effect on the date transactions or causing any of the Closing in connection with the transactions contemplated hereby shall have been issued, and all such orders, permits, waivers, authorizations, exemptions or approvals shall herein to be in full force and effect on the date of the Closing; provided, however, that no provision of this Agreement shall be construed as requiring any party to accept, in connection with obtaining any other requisite approval, clearance or assurance of non-opposition, avoiding any challenge, or negotiating settlement, any condition that would materially change or restrict the manner in which the Company or GRS conducts or proposes to conduct its business, and no transfers of licenses shall occur prior to the Closingrescinded following completion thereof. (b) None EWI will have received all Required Regulatory Approvals set forth in Schedule 3.06(a) and Buyer will have received all Required Regulatory Approvals set forth in Schedule 4.02, in each case, in form and substance satisfactory to each of EWI and Buyer in its sole discretion, and no such Required Regulatory Approvals will have been revoked. (c) No Action will have been commenced against Buyer, EWI, the parties hereto shall be subject Company or any of their respective Affiliates that is reasonably likely to any statute, rule, regulation, decree, ruling, prevent the Closing. No injunction or other restraining order will have been issued by any Governmental Authorities Authority, and be in effect, which restrains or prohibits any transaction contemplated hereby. (d) All conditions to the closing of competent jurisdiction (collectively, an "Injunction") which prohibits, restrains, enjoins or restricts the consummation transactions contemplated by the Asset Purchase Agreement shall have been satisfied and the closing of the transactions contemplated by the Asset Purchase Agreement shall occur simultaneously with the Closing of the transactions contemplated by this Agreement.

Conditions to Obligations of All Parties. The respective obligations of each party to carry out the transactions contemplated by this Agreement are subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions: (a) All filings with all Governmental Authorities required to be made in connection with the transactions contemplated hereby shall have been made, and all orders, permits, waivers, authorizations, exemptions, and approvals of such entities required to be in effect on the date of the Closing in connection with the transactions contemplated hereby shall have been issued, and all such orders, permits, waivers, authorizations, exemptions or approvals shall be in full force and effect on the date of the Closing; providedPROVIDED, howeverHOWEVER, that no provision of this Agreement shall be construed as requiring any party to accept, in connection with obtaining any other requisite approval, clearance or assurance of non-opposition, avoiding any challenge, or negotiating settlement, any condition that would materially change or restrict the manner in which the Company or GRS the Buyer conducts or proposes to conduct its business, and no transfers of licenses shall occur prior to the Closing. (b) None of the parties hereto shall be subject to any statute, rule, regulation, decree, ruling, injunction or other order issued by any Governmental Authorities Entity of competent jurisdiction (collectively, an "Injunction") which prohibits, restrains, enjoins or restricts the consummation of the transactions contemplated by this Agreement. (c) All notices required to be given in connection with the transactions contemplated by this Agreement shall have been duly and timely given, and there shall not be any preferential purchase rights or consent requirements with respect to the transactions contemplated by this Agreement that have not expired or been waived.

Conditions to Obligations of All Parties. The respective obligations of each party to carry out consummate the transactions contemplated by this Agreement are shall be subject to the satisfaction fulfillment, at or waiver on or prior to before the Closing Date Closing, of each of the following conditions: (a) All filings with all No Governmental Authorities required to be made Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in connection with effect and has the effect of making the transactions contemplated hereby shall have been madeby this Agreement illegal, and all orders, permits, waivers, authorizations, exemptions, and approvals otherwise restraining or prohibiting consummation of such entities required to be in effect on the date transactions or causing any of the Closing in connection with the transactions contemplated hereby shall have been issued, and all such orders, permits, waivers, authorizations, exemptions or approvals shall hereunder to be in full force and effect on the date of the Closing; provided, however, that no provision of this Agreement shall be construed as requiring any party to accept, in connection with obtaining any other requisite approval, clearance or assurance of non-opposition, avoiding any challenge, or negotiating settlement, any condition that would materially change or restrict the manner in which the Company or GRS conducts or proposes to conduct its business, and no transfers of licenses shall occur prior to the Closingrescinded following completion thereof. (b) None Vendor shall have received all consents, authorizations, orders and approvals required for consummation of the parties hereto transactions contemplated herein and in the other Transaction Documents and Purchaser shall be subject to any statutehave received all consents, ruleauthorizations, regulation, decree, ruling, injunction or other order issued by any Governmental Authorities of competent jurisdiction (collectively, an "Injunction") which prohibits, restrains, enjoins or restricts orders and approvals required for the consummation of the transactions contemplated herein and in the other Transactions Documents in each case, in form and substance reasonably satisfactory to Purchaser and Vendor, and no such consent, authorization, order and approval shall have been revoked. (c) Receipt by this AgreementRVT of irrevocable subscriptions for an equity financing which is to close concurrently with or following Closing of the Transaction for aggregate gross proceeds of not less than $3,000,000 (the “Financing”). (d) The receipt of approval of CSE with respect to the Transaction and related transactions contemplated by the Transaction Documents, including the Financing.

Conditions to Obligations of All Parties. The respective obligations of each party to carry out the transactions contemplated by this Agreement are subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions: (a) All filings with all Governmental Authorities required to be made in connection with the transactions contemplated hereby shall have been made, and all orders, permits, waivers, authorizations, exemptions, and approvals of such entities required to be in effect on the date of the Closing in connection with the transactions contemplated hereby shall have been issued, and all such orders, permits, waivers, authorizations, exemptions or approvals shall be in full force and effect on the date of the Closing; provided, however, that no provision of this Agreement shall be construed as requiring any party to accept, in connection with obtaining any other requisite approval, clearance or assurance of non-opposition, avoiding any challenge, or negotiating settlement, any condition that would materially change or restrict the manner in which the any Company or GRS conducts or proposes to conduct its business, and no transfers of licenses shall occur prior to the Closing. (b) None of the parties hereto shall be subject to any statute, rule, regulation, decree, ruling, injunction or other order issued by any Governmental Authorities of competent jurisdiction (collectively, an "Injunction") which prohibits, restrains, enjoins or restricts the consummation of the transactions contemplated by this Agreement.

Conditions to Obligations of All Parties. The respective obligations of each party under this Agreement shall be subject to carry out the fulfillment at or prior to the Closing of the following conditions, none of which may be waived: 6.1.1. No order, injunction or decree (whether temporary, preliminary or permanent) issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Purchase/Sale or any of the other transactions contemplated by this Agreement are subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions: (a) All filings with all Governmental Authorities required to be made in connection with the transactions contemplated hereby shall have been made, and all orders, permits, waivers, authorizations, exemptions, and approvals of such entities required to be in effect on the date of the Closing in connection with the transactions contemplated hereby shall have been issuedand no proceeding initiated by any Governmental Authority seeking an such injunction, and all such ordersdecree, permits, waivers, authorizations, exemptions restraint or approvals prohibition shall be in full force and effect on the date of the Closing; provided, however, that no provision of this Agreement shall be construed as requiring any party to accept, in connection with obtaining any other requisite approval, clearance or assurance of non-opposition, avoiding any challenge, or negotiating settlement, any condition that would materially change or restrict the manner in which the Company or GRS conducts or proposes to conduct its business, and no transfers of licenses shall occur prior to the Closing. (b) None of the parties hereto shall be subject to any pending. No statute, rule, regulation, decree, rulingorder, injunction or other order issued decree (whether temporary, preliminary or permanent) shall have been enacted, entered, promulgated or enforced by any Governmental Authorities Authority of competent jurisdiction (collectivelyjurisdiction, an "Injunction") which prohibits, restrainsrestricts or makes illegal the consummation of the Purchase/Sale or any of the other transactions contemplated by this Agreement. 6.1.2. Any filings with and notifications to, enjoins or restricts and all approvals and authorizations of, third parties (including, without limitation, Governmental Authorities) required for the consummation of the transactions contemplated by this Agreement, including any necessary assignments, shall have been made or obtained and all such approvals and authorizations (the “Requisite Regulatory Approvals”) obtained shall be effective and shall not have been suspended, revoked or stayed by action of any Governmental Authority.

Conditions to Obligations of All Parties. The respective obligations of each party Party to carry out consummate the transactions contemplated by this Agreement are shall be subject to the satisfaction fulfillment, at or waiver on or prior to before the Closing Date Closing, of each of the following conditions: (a) All filings with all No Governmental Authorities required to be made Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in connection with effect and has the effect of making the transactions contemplated hereby shall have been madeby this Agreement illegal, and all orders, permits, waivers, authorizations, exemptions, and approvals otherwise restraining or prohibiting consummation of such entities required to be in effect on the date transactions or causing any of the Closing in connection with the transactions contemplated hereby shall have been issued, and all such orders, permits, waivers, authorizations, exemptions or approvals shall hereunder to be in full force and effect on rescinded following the date of the Closing; provided, however, that no provision of this Agreement shall be construed as requiring any party to accept, in connection with obtaining any other requisite approval, clearance or assurance of non-opposition, avoiding any challenge, or negotiating settlement, any condition that would materially change or restrict the manner in which the Company or GRS conducts or proposes to conduct its business, and no transfers of licenses shall occur prior to the Closingcompletion thereof. (b) None Each Party shall have received all consents, authorizations, orders and approvals required to be obtained by it from the Governmental Authorities referred to in Section 3.5 of the parties Corporation Disclosure Schedules and Section 4.2 of the Vendor Disclosure Schedules, in each case, in form and substance reasonably satisfactory to the respective Parties, and no such consent, authorization, order and approval shall have been revoked. (c) No Action shall have been commenced against any Party hereto shall be subject to any statute, rule, regulation, decree, ruling, that would prevent the Closing. No injunction or other restraining order shall have been issued by any Governmental Authorities Authority and be in effect, which restrains or prohibits any transaction contemplated hereby. (d) The Purchaser shall have closed the Financing. (e) The Parent Shares shall have been approved for listing on Nasdaq, subject only to official notice of competent jurisdiction (collectivelyissuance, an "Injunction") which prohibitsand if required by applicable Nasdaq listing rules, restrains, enjoins or restricts the consummation of the transactions contemplated by this AgreementParent Stockholder Approval shall have been received.

Conditions to Obligations of All Parties. The respective obligations of each party to carry out the transactions contemplated by this Agreement are subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions: (a) All filings with all Governmental Authorities required to be made in connection with the transactions contemplated hereby shall have been made, and all orders, permits, waivers, authorizations, exemptions, and approvals of such entities required to be in effect on the date of the Closing in connection with the transactions contemplated hereby shall have been issued, and all such orders, permits, waivers, authorizations, exemptions or approvals shall be in full force and effect on the date of the Closing; provided, however, that no provision of this Agreement shall be construed as requiring any party to accept, in connection with obtaining any other requisite approval, clearance or assurance of non-opposition, avoiding any challenge, or negotiating settlement, any condition that would materially change or restrict the manner in which the Company Seller, AVTEAM or GRS AVTEAM Sub conducts or proposes to conduct its business, and no transfers of licenses shall occur prior to the Closing. (b) None of the parties hereto shall be subject to any statute, rule, regulation, decree, ruling, injunction or other order issued by any Governmental Authorities of competent jurisdiction (collectively, an "Injunction") which prohibits, restrains, enjoins or restricts the consummation of the transactions contemplated by this Agreement. (c) Mutual agreement by the Seller and the Shareholders, on the one hand, and the Purchaser, on the other, in the respective sole and absolute discretion of each party, with respect to all environmental matters relating to the Property located at Building 2120/703 at the Miami International Airport known as Test Cell No. 6, and the assumption of any liabilities or obligations for such environmental matters, provided that the conditions set forth in this subsection (c) shall be deemed satisfied and agreed upon by the parties, so long as the Seller's and the Shareholder's liability for such environmental matters is limited to the amount of the Escrow Fund.

Conditions to Obligations of All Parties. ‌ The respective obligations of each party Party to carry out consummate the transactions contemplated by this Agreement are shall be subject to the satisfaction or waiver on fulfillment, at or prior to the Closing Date Closing, of each of the following conditionsconditions any one or more of which may be waived (if legally permitted) in writing by all of such Parties: (a) All filings with all No Governmental Authorities required to be made Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in connection with effect and has the effect of making the transactions contemplated hereby shall have been madeby this Agreement illegal, and all orders, permits, waivers, authorizations, exemptions, and approvals otherwise restraining or prohibiting consummation of such entities required to be in effect on the date transactions or causing any of the Closing in connection with the transactions contemplated hereby shall have been issued, and all such orders, permits, waivers, authorizations, exemptions or approvals shall hereunder to be in full force and effect on the date of the Closing; provided, however, that no provision of this Agreement shall be construed as requiring any party to accept, in connection with obtaining any other requisite approval, clearance or assurance of non-opposition, avoiding any challenge, or negotiating settlement, any condition that would materially change or restrict the manner in which the Company or GRS conducts or proposes to conduct its business, and no transfers of licenses shall occur prior to the Closingrescinded following completion thereof. (b) None The Company, MXY C and MXY D shall have obtained the MXY Shareholder Approval. (c) There shall be no Action pending or threatened in writing, or injunction granted against any of GGB, the Companies, MXY C, MXY D or the Transferors, their respective properties or any of their respective officers, directors, managers or subsidiaries, restraining or prohibiting or, which if successful, would prevent the sale of the parties hereto shall be subject to any statuteUnits, rulethe MXY C Shares or the MXY D Shares, regulation, decree, ruling, injunction or the other order issued by any Governmental Authorities of competent jurisdiction (collectively, an "Injunction") which prohibits, restrains, enjoins or restricts the consummation of the transactions contemplated by this AgreementAgreement and the other Transaction Documents. (d) The Pure Acquisitions have been effected in a manner acceptable to both Parties, acting reasonably.

Conditions to Obligations of All Parties. The respective obligations of each party to carry out the transactions contemplated by this Agreement are subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions: (a) All filings with all Governmental Authorities required to be made in connection with the transactions contemplated hereby shall have been made, and all orders, permits, waivers, authorizations, exemptions, and approvals of such entities required to be in effect on the date of the Closing in connection with the transactions contemplated hereby shall have been issued, and all such orders, permits, waivers, authorizations, . exemptions or approvals shall be in full force and effect on the date of the Closing; provided, however, that no provision of this Agreement shall be construed as requiring any party to accept, in connection with obtaining any other requisite approval, clearance or assurance of non-opposition, avoiding any challenge, or negotiating settlement, settlements any condition that would materially change or restrict the manner in which the Company or GRS the Buyer conducts or proposes to conduct its business, and no transfers of licenses shall occur prior to the Closing. (b) None of the parties hereto shall be subject to any statute, rule, regulation, decree, ruling, injunction or other order issued by any Governmental Authorities Entity of competent jurisdiction (collectively, an "Injunction") which prohibits, restrains, enjoins or restricts the consummation of the transactions contemplated by this Agreement.

Conditions to Obligations of All Parties. The respective obligations of each party to carry out consummate the transactions contemplated by this Agreement are shall be subject to the satisfaction or waiver on fulfillment, at or prior to the Closing Date Closing, of each of the following conditions: (a) All filings with all No Governmental Authorities required to be made Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in connection with effect and has the effect of making the transactions contemplated hereby shall have been made, and all orders, permits, waivers, authorizations, exemptions, and approvals by this Agreement illegal or prohibiting consummation of such entities required to be in effect on the date transactions or causing any of the Closing in connection with the transactions contemplated hereby shall have been issued, and all such orders, permits, waivers, authorizations, exemptions or approvals shall hereunder to be in full force and effect on the date of the Closing; provided, however, that no provision of this Agreement shall be construed as requiring any party to accept, in connection with obtaining any other requisite approval, clearance or assurance of non-opposition, avoiding any challenge, or negotiating settlement, any condition that would materially change or restrict the manner in which the Company or GRS conducts or proposes to conduct its business, and no transfers of licenses shall occur prior to the Closingrescinded following completion thereof. (b) None of The Company and each applicable Seller shall have received all consents, authorizations, orders and approvals from the parties hereto Governmental Authorities referred to in Section 3.04 and Section 4.04 in form and substance reasonably satisfactory to Buyer, Seller Representative and such Seller, and no such consent, authorization, order and approval shall have been revoked. (c) No Action shall be subject to pending or threatened in writing against Buyer, any statuteSeller, ruleor the Company, regulationwhich would (i) prevent the Closing, decree, ruling, injunction or other order issued by any Governmental Authorities (ii) have the effect of competent jurisdiction (collectively, an "Injunction") which prohibits, restrains, enjoins or restricts the consummation of making the transactions contemplated by this AgreementAgreement illegal, (iii) restrain or prohibit the consummation of any transaction contemplated herein, or (iv) cause any of such transactions to be rescinded following the Closing.

Conditions to Obligations of All Parties. The respective obligations of each party to carry out the transactions contemplated by this Agreement are subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions: (a) All filings with all Governmental Authorities required to be made in connection with the transactions contemplated hereby shall have been made, and all orders, permits, waivers, authorizations, exemptions, and approvals of such entities required to be in effect on the date of the Closing in connection with the transactions contemplated hereby shall have been issued, and all such orders, permits, waivers, authorizations, exemptions or approvals shall be in full force and effect on the date of the Closing; provided, however, that no provision of this Agreement shall be construed as requiring any party to accept, in connection with obtaining any other requisite approval, clearance or assurance of non-opposition, avoiding any challenge, or negotiating settlement, any condition that would materially change or restrict the manner in which the Company Company, any Subsidiary or GRS conducts or proposes to conduct its business, and no transfers of licenses shall occur prior to the Closing. (b) None of the parties hereto shall be subject to any statute, rule, regulation, decree, ruling, injunction or other order issued by any Governmental Authorities of competent jurisdiction (collectively, an "Injunction") which prohibits, restrains, enjoins or restricts the consummation of the transactions contemplated by this Agreement.

Conditions to Obligations of All Parties. The respective obligations of each party to carry out consummate the transactions contemplated by this Agreement are shall be subject to the satisfaction or waiver on fulfillment, at or prior to the Closing Date Closing, of each of the following conditions: (a) All filings with all No Governmental Authorities required to be made Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in connection with effect and has the effect of making the transactions contemplated hereby shall have been madeby this Agreement illegal, and all orders, permits, waivers, authorizations, exemptions, and approvals otherwise restraining or prohibiting consummation of such entities required to be in effect on the date transactions or causing any of the Closing in connection with the transactions contemplated hereby shall have been issued, and all such orders, permits, waivers, authorizations, exemptions or approvals shall hereunder to be in full force and effect on the date of the Closing; provided, however, that no provision of this Agreement shall be construed as requiring any party to accept, in connection with obtaining any other requisite approval, clearance or assurance of non-opposition, avoiding any challenge, or negotiating settlement, any condition that would materially change or restrict the manner in which the Company or GRS conducts or proposes to conduct its business, and no transfers of licenses shall occur prior to the Closingrescinded following completion thereof. (b) None of Seller shall have received all consents, authorizations, orders and approvals from the parties hereto Governmental Authorities referred to in Section 4.03 and Buyer shall be subject have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to any statutein Section 5.05, rulein each case, regulationin form and substance reasonably satisfactory to Buyer and Seller, decreeas the case may be, rulingand no such consent, authorization, order or approval shall have been revoked. (c) No Action shall have been commenced against Buyer, Medovex or Seller, which would prevent the Closing. No injunction or other restraining order shall have been issued by any Governmental Authorities of competent jurisdiction (collectivelyAuthority, an "Injunction") and be in effect, which prohibits, restrains, enjoins restrains or restricts the consummation of the transactions prohibits any transaction contemplated by this Agreementhereby.

Conditions to Obligations of All Parties. The respective obligations of each party to carry out the transactions contemplated by this Agreement are subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions: (a) All filings with all Governmental Authorities required to be made in connection with the transactions contemplated hereby shall have been made, and all orders, permits, waivers, authorizations, exemptions, and approvals of such entities required to be in effect on the date of the Closing in connection with the transactions contemplated hereby shall have been issued, and all such orders, permits, waivers, authorizations, exemptions or approvals shall be in full force and effect on the date of the Closing; provided, however, that no provision of this Agreement shall be construed as requiring any party to accept, in connection with obtaining any other requisite approval, clearance or assurance of non-opposition, avoiding any challenge, or negotiating settlement, any condition that would materially change or restrict the manner in which the Company Company, its Subsidiaries or GRS conducts or proposes to conduct its business, and no transfers of licenses shall occur prior to the Closing. (b) None of the parties hereto shall be subject to any statute, rule, regulation, decree, ruling, injunction or other order issued by any Governmental Authorities of competent jurisdiction (collectively, an "Injunction") which prohibits, restrains, enjoins or restricts the consummation of the transactions contemplated by this Agreement.

Conditions to Obligations of All Parties. The respective obligations of each party Party to carry out consummate the transactions contemplated by this Agreement are to be consummated at the Closing is subject to the satisfaction or waiver on satisfaction, at or prior to to, and as of, the Closing Date Closing, of the following conditions: (a) All filings with all applicable waiting periods and any extensions thereof under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and the foreign Antitrust Laws listed on Section 6.1(a) to the Disclosure Schedule shall have expired or otherwise been terminated and no agreement between Buyer and any Governmental Authorities required Entity in the United States or in the jurisdictions listed on Section 6.1(a) to be made in connection with the Disclosure Schedule to delay the consummation of the transactions contemplated hereby shall have been made, and all orders, permits, waivers, authorizations, exemptions, and approvals of by the Agreement allowing such entities required Governmental Entity to be in effect on the date complete its review of the Closing proposed transactions shall remain in connection with the transactions contemplated hereby shall have been issued, and all such orders, permits, waivers, authorizations, exemptions or approvals shall be in full force and effect on the date of the Closing; provided, however, that no provision of this Agreement shall be construed as requiring any party to accept, in connection with obtaining any other requisite approval, clearance or assurance of non-opposition, avoiding any challenge, or negotiating settlement, any condition that would materially change or restrict the manner in which the Company or GRS conducts or proposes to conduct its business, and no transfers of licenses shall occur prior to the Closing.effect; (b) None of the parties hereto (i) no judgment, order (including a temporary restraining order), decree, stipulation or preliminary or permanent injunction (each, an “Order”) issued by any Governmental Entity shall be subject to in effect, nor shall any Law, statute, rule, regulation, decree, ruling, injunction regulation or other order issued Order by any Governmental Authorities of competent jurisdiction (collectivelyEntity be promulgated or enacted, an "Injunction") which prohibitsprevents, restrainsenjoins, enjoins makes illegal or restricts otherwise prohibits the consummation of the transactions contemplated by this Agreement, and (ii) no action, suit or proceeding shall be pending by or before any Governmental Entity, which would reasonably be expected to result in an Order that would prevent, enjoin, make illegal or otherwise prohibit the consummation of the transactions contemplated hereby or cause the transactions contemplated by this Agreement to be rescinded following consummation; and (c) the French Acceptance Notice shall have been delivered to Buyer.