Common use of Closing Condition Clause in Contracts

Closing Condition. 4.2.1 The obligations of the Sellers and the Purchaser to carry out the Closing shall be subject to the satisfaction of one of the following alternatives (heretofore and hereinafter referred to as the “Closing Condition”) and such satisfaction having been notified to the Parties: • the German Federal Cartel Office (Bundeskartellamt) has notified the Parties that the requirements for the prohibition of a merger as laid down in section 36 (1) GWB are not fulfilled; or • the one month waiting period after the filing of a complete notification pursuant to section 40 (1) GWB has expired without the Parties having been notified by the German Federal Cartel Office that it intends to enter into in-depth investigations of the transactions contemplated by this Agreement; or • the German Federal Cartel Office has issued a decision pursuant to section 40 (2) sentence 2 GWB to the effect that the transactions contemplated by this Agreement have been cleared; or • the waiting period of four months or an extended waiting period pursuant to section 40 (2) sentence 2 GWB has expired without the German Federal Cartel Office having issued a prohibition order. 4.2.2 The Sellers and the Purchaser undertake to use their best efforts and to act in good faith to cause the Closing Condition to be satisfied as soon as possible. The Sellers and the Purchaser shall inform each other in writing without undue delay (unverzüglich) as soon as the Closing Condition has been satisfied.