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

Conditions to Obligations of the Parties. The obligations of each party to consummate the Closing are subject to the satisfaction or waiver of the following conditions: (a) Any applicable waiting period under the HSR Act relating to the transactions contemplated hereby shall have expired or been terminated. (b) No provision of any applicable law or regulation and no Order shall prohibit the consummation of the Closing. (i) All conditions to the Effective Date set forth in the Plan (including the entry of the Confirmation Order by the Bankruptcy Court) shall have been satisfied or duly waived in accordance with the applicable provisions of the Plan and (ii) the transactions contemplated by the Plan to occur on or prior to the Closing shall have been or shall be consummated simultaneously with the Closing in accordance with the Plan. (d) All actions by or in respect of or filings with any governmental body, agency, official or authority required to permit the consummation of the Closing shall have been taken, made or obtained, except for such actions or filings, the absence of which has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (e) The Approval Order, the Administrative Claim Bar Date Order and the Confirmation Order (each in a form reasonably satisfactory to the Buyer and providing for the effectuation of all of the transactions contemplated by this Agreement and the Plan in accordance with the terms and provisions hereof and thereof) shall each have become a Final Order.

Conditions to Obligations of the Parties. The respective obligations of each party the Company, Acquiror and Sub to consummate effect the Closing are Merger shall be subject to the satisfaction or waiver at or prior to the Closing of each of the following conditions: (a) Any This Agreement and the transactions contemplated hereby shall have been approved in the manner required by applicable law by the holders of a majority of the Company Common Stock as required by the Stockholders Agreement and by the holders of Acquiror Common Stock as required by the By-Laws of the National Association of Securities Dealers. (b) The waiting period applicable to the consummation of the Merger under the HSR Act relating to the transactions contemplated hereby shall have expired or been terminated. (bc) No provision None of the parties hereto shall be subject to any applicable law order or regulation and no Order shall prohibit injunction of a court or Governmental Authority of competent jurisdiction that prohibits the consummation of the Closing. (i) All conditions to transactions contemplated by this Agreement. In the Effective Date set forth in the Plan (including the entry of the Confirmation Order by the Bankruptcy Court) event any such order or injunction shall have been satisfied issued, each party agrees to use its reasonable best efforts to have any such order overturned or duly waived in accordance with the applicable provisions of the Plan and (ii) the transactions contemplated by the Plan to occur on or prior to the Closing shall have been or shall be consummated simultaneously with the Closing in accordance with the Planinjunction lifted. (d) All actions by or orders, approvals, and consents of the FCC required in respect of or filings connection with any governmental body, agency, official or authority required to permit the consummation of the Closing transactions contemplated hereby shall have been takenobtained or granted, made whether or obtainednot any appeal or request for reconsideration of such order is pending, except or whether the time for filing any such actions appeal or filings, the absence of which has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (e) The Approval Order, the Administrative Claim Bar Date Order and the Confirmation Order (each in a form reasonably satisfactory to the Buyer and providing for the effectuation of all of the transactions contemplated by this Agreement and the Plan in accordance with the terms and provisions hereof and thereof) shall each have become a Final Order.request

Conditions to Obligations of the Parties. The obligations of each party to consummate the Closing are subject to the satisfaction or waiver of the following conditions: (a) Any applicable waiting period under the HSR Act relating to the transactions contemplated hereby shall have expired or been terminated. (b) No provision of any applicable law or regulation and no Order shall prohibit the consummation of the Closing. (i) All conditions to the Effective Date set forth in the Plan (including the entry of the Confirmation Order by the Bankruptcy Court) shall have been satisfied or duly waived in accordance with the applicable provisions of the Plan and (ii) the transactions contemplated by the Plan to occur on or prior to the Closing shall have been or shall be consummated simultaneously with the Closing in accordance with the Plan. (d) All actions by or in respect of or filings with any governmental body, agency, official or authority required to permit the consummation of the Closing shall have been taken, made or obtained, except for such actions or filings, the absence of which has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (e) The Approval Order, the Administrative Claim Bar Date Order and the Confirmation Order (each in a form reasonably satisfactory to the Buyer and providing for the effectuation of all of the transactions contemplated by this Agreement and the Plan in accordance with the terms and provisions hereof and thereof) shall each have become a Final Order.

Conditions to Obligations of the Parties. The respective obligations of each party the Company and Investor to consummate the Closing transactions contemplated by this Agreement are subject to the satisfaction or waiver (if permitted by applicable Law and in any event in each applicable party’s sole and absolute discretion) at or prior to the Closing of each of the following conditions: (a) Any applicable waiting period under none of the HSR Act relating parties hereto will be subject to any Order of a court of competent jurisdiction that prohibits the consummation of the transactions contemplated hereby by this Agreement. Subject to Section 6.9 hereof, if any such Order has been issued, the party that is subject to such Order shall use all commercially reasonable efforts to have expired any such Order overturned or been terminated.lifted; (b) No provision of no Proceeding shall be pending or threatened by a Governmental Authority before any applicable law or regulation and no Governmental Authority wherein an unfavorable Order shall prohibit the consummation of the Closing. would reasonably be expected to (i) All conditions to the Effective Date set forth in the Plan (including the entry prevent consummation of the Confirmation Order by the Bankruptcy Court) shall have been satisfied or duly waived in accordance with the applicable provisions a material portion of the Plan and (ii) the transactions contemplated by the Plan to occur on this Agreement, or prior to the Closing shall have been or shall be consummated simultaneously with the Closing in accordance with the Plan. (dii) All actions by or in respect of or filings with any governmental body, agency, official or authority required to permit the consummation of the Closing shall have been taken, made or obtained, except for such actions or filings, the absence of which has not had and would not reasonably be expected to have, individually or in the aggregate, cause a Material Adverse Effect. (e) The Approval Order, the Administrative Claim Bar Date Order and the Confirmation Order (each in a form reasonably satisfactory to the Buyer and providing for the effectuation of all material portion of the transactions contemplated by this Agreement and to be rescinded following consummation; (c) no Law shall be in effect as of the Plan in accordance with Closing Date having the effect of making the transactions contemplated herein illegal or otherwise prohibiting consummation of, or making void or voidable, the transactions contemplated herein; and (d) if the purchase of the Shares by Investor pursuant to this Agreement is subject to the terms and provisions hereof and thereof) of the HSR Act or any foreign competition Laws, the applicable waiting periods shall each have become a Final Orderexpired or been terminated thereunder with respect to such purchase.

Conditions to Obligations of the Parties. The obligations of each party to consummate Capsalus and the Closing are Seller shall be subject to the satisfaction fulfillment, on or waiver prior to the Closing, of all conditions elsewhere herein set forth, including, but not limited to, receipt by the appropriate party of all deliveries required by Sections 5 and 6 herein, and fulfillment, prior to Closing, of each of the following conditions: (a) Any applicable waiting period under All representations and warranties made by the HSR Act relating to Seller and Capsalus in this Agreement shall be true and correct in all material respects on and as of the transactions contemplated hereby shall have expired or Closing Date with the same effect as if such representations and warranties had been terminatedmade on and as of the Closing Date. (b) No provision of any applicable law the Seller, the Company and Capsalus shall have performed or regulation complied with all covenants, agreements and no Order shall prohibit the consummation of conditions contained in this Agreement on their part required to be performed or complied with at or prior to the Closing. (ic) All conditions to the Effective Date set forth material authorizations, consents or approvals of any and all governmental regulatory authorities necessary in the Plan (including the entry of the Confirmation Order by the Bankruptcy Court) shall have been satisfied or duly waived in accordance connection with the applicable provisions of the Plan and (ii) the transactions contemplated by the Plan to occur on or prior to the Closing shall have been or shall be consummated simultaneously with the Closing in accordance with the Plan. (d) All actions by or in respect of or filings with any governmental body, agency, official or authority required to permit the consummation of the Closing shall have been taken, made or obtained, except for such actions or filings, the absence of which has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (e) The Approval Order, the Administrative Claim Bar Date Order and the Confirmation Order (each in a form reasonably satisfactory to the Buyer and providing for the effectuation of all of the transactions contemplated by this Agreement shall have been obtained and be in full force and effect. (d) The Closing shall not violate any permit or order, decree or judgment of any court or governmental body having competent jurisdiction and there shall not have been instituted any legal or administrative action or proceeding to enjoin the Plan in accordance transaction contemplated hereby or seeking damages from any party with the terms and provisions hereof and thereof) shall each have become a Final Orderrespect thereto.

Conditions to Obligations of the Parties. Section 4.01 Conditions to Each Party's Obligations. The respective obligations of each party Party to consummate the Closing transactions contemplated by this Agreement are subject to the satisfaction at or waiver prior to each Closing of the following conditions: (a) Any applicable waiting period under the HSR Act relating to the transactions contemplated hereby shall have expired or been terminated. (b) No provision of any applicable law statute, rule or regulation and no Order shall prohibit the consummation of the Closing. (i) All conditions to the Effective Date set forth in the Plan (including the entry of the Confirmation Order by the Bankruptcy Court) shall have been satisfied enacted, promulgated or duly waived in accordance with enforced by any court or Governmental Authority following the applicable provisions of the Plan and (ii) the transactions contemplated by the Plan to occur on date hereof which prohibits or prior to the Closing shall have been or shall be consummated simultaneously with the Closing in accordance with the Plan. (d) All actions by or in respect of or filings with any governmental body, agency, official or authority required to permit restricts the consummation of the Closing shall have been taken, made or obtained, except for such actions or filings, the absence of which has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (e) The Approval Order, the Administrative Claim Bar Date Order and the Confirmation Order (each in a form reasonably satisfactory to the Buyer and providing for the effectuation of all of the transactions contemplated by this Agreement Agreement; (b) There shall not be in effect any judgment, order, injunction or decree of any court of competent jurisdiction enjoining the consummation of the transactions contemplated by this Agreement; (c) All consents, authorizations, waivers and the Plan approvals of any Governmental Authority or other regulatory body as may be required to be obtained in accordance connection with the terms performance of this Agreement, the failure to obtain which would prevent the consummation of the transactions contemplated by this Agreement; and (d) With respect to the Option Closing, if any Option Exercise Condition is applicable to the purchase and provisions hereof and thereof) sale of any Option Shares that the Subscriber has elected to purchase, such Option Exercise Condition shall each have become a Final Orderbeen satisfied with respect to such Option Shares.

Conditions to Obligations of the Parties. The respective obligations of each party the Parties to consummate and cause the consummation of the transactions contemplated by the Internet Closing and any Real Estate Closing are subject to the satisfaction fulfillment, prior to or waiver at the applicable Closing, of the following conditionsconditions precedent: (a) Any applicable waiting period under No Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Applicable Law which is in effect on a Closing Date which has or would have the HSR Act relating to effect of prohibiting, enjoining or restraining the consummation of the transactions contemplated hereby shall have expired by this Agreement to occur on such Closing Date or been terminated.otherwise making such transactions illegal; and (b) No provision All licenses, certificates, permits, approvals, clearances, expirations, waivers or terminations of applicable waiting periods, authorizations, qualifications and orders of any applicable law or regulation and no Order shall prohibit the consummation of the Closing. Governmental Authorities listed in Schedule 8.1(b) (i) All conditions to the Effective Date set forth in the Plan (including the entry of the Confirmation Order by the Bankruptcy Courtif any) shall have been satisfied or duly waived in accordance with the applicable provisions of the Plan obtained and (ii) the transactions contemplated by the Plan to occur on or prior to the Closing shall have been or shall be consummated simultaneously with the Closing in accordance with the Plan. (d) All actions by or in respect of or filings with any governmental body, agency, official or authority required to permit the consummation of the Closing shall have been taken, made or obtainedfull force and effect, except for such actions or filings, the absence of which has not had and as would not reasonably be expected to havenot, individually or in the aggregate, be reasonably likely to result in a Business Material Adverse Effect. (e) , a Seller Material Adverse Effect or a Buyer Material Adverse Effect. The Approval Orderforegoing conditions are for the benefit of each of the Parties and any such condition may be waived, the Administrative Claim Bar Date Order and the Confirmation Order (each in a form reasonably satisfactory whole or in part, by any Party at or prior to the Buyer Closing, and providing for such Party shall have the effectuation of all of right to proceed with the transactions contemplated by this Agreement and the Plan in accordance with the terms and provisions hereof and thereof) shall each have become a Final Orderhereby without waiving any other of its respective rights hereunder.