Common use of Conditions to Parties Obligations Clause in Contracts

Conditions to Parties Obligations. The obligations of each of the Merger Parties to complete the Merger are subject to the following conditions (which any Merger Party may waive as to itself, but not as to any other Merger Party): (a) the approval of the Merger by the Manager and Independent Representative, each of which has been obtained; (b) no order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition enacted or promulgated by any governmental entity restraining, enjoining or otherwise prohibiting the consummation of the Merger shall be in effect; (c) the SEC has qualified the Offering Statement; (d) as of the date of this Agreement and the Effective Time, there are no state of facts, event, change, effect, development, condition or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on any Merger Party. “Material Adverse Effect” is defined as any fact, circumstance, event, change, effect or occurrence that, individually or in the aggregate with all other facts, circumstances, events, changes, effects or occurrences, has had or would be reasonably likely to have a material adverse effect on (i) the business, condition (financial or otherwise) or results of operations of any Merger Party, taken as a whole, or (ii) the ability of each Merger Party to perform its obligations under this Agreement or to consummate the Merger;