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

Conditions to Obligations of Each Party to Close. The respective obligations of each party to this Agreement to consummate the Merger shall be subject to the satisfaction, on or prior to the Closing, of each of the following condition(s), any of which may be waived by Purchaser or Seller, as applicable, in writing: (a) No Legal Impediments to Closing. There shall not be in effect any Order issued by any Governmental Authority preventing the consummation of the Merger, seeking any damages as a result of the Merger, or otherwise affecting the right or ability of Purchaser to own, operate or control the Company and the Subsidiaries, nor shall any Legal Proceeding be pending that seeks any of the foregoing. There shall not be any Legal Requirement prohibiting Seller from selling or Purchaser from owning, operating or controlling the Company and the Subsidiaries or that makes this Agreement or the consummation of the Merger illegal.

Appears in 1 contract

Sources: Merger Agreement (American Vantage Companies)

Conditions to Obligations of Each Party to Close. The respective obligations of each party to this Agreement to consummate the Merger shall be subject to the satisfaction, on or prior to the Closing, of each of the following condition(s), any of which may be waived by Purchaser or Seller, as applicable, in writing: (a) No Legal Impediments to ClosingNO LEGAL IMPEDIMENTS TO CLOSING. There shall not be in effect any Order issued by any Governmental Authority preventing the consummation of the Merger, seeking any damages as a result of the Merger, or otherwise affecting the right or ability of Purchaser to own, operate or control the Company and the Subsidiaries, nor shall any Legal Proceeding be pending that seeks any of the foregoing. There shall not be any Legal Requirement prohibiting Seller from selling or Purchaser from owning, operating or controlling the Company and the Subsidiaries or that makes this Agreement or the consummation of the Merger illegal.

Appears in 1 contract

Sources: Merger Agreement (Genius Products Inc)