Conditions Precedent to Each Party’s Obligations Clause Samples

Conditions Precedent to Each Party’s Obligations. The respective obligations of each Party to consummate the transactions contemplated hereby will be subject to the satisfaction, at or prior to the Closing, of all of the following conditions, any one or more of which may be waived in writing at the option of the affected Party:

Conditions Precedent to Each Party’s Obligations. The respective obligations of each party to consummate the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing Date of the following conditions precedent: (a) no action, suit, proceeding, order, decree or injunction shall have been commenced, threatened or entered by or before any Governmental Authority that remains in force and that (i) prohibits, seeks to prohibit, or imposes or seeks substantial damages in connection with, the consummation of the transactions contemplated by this Agreement, (ii) seeks or imposes relief that causes or would cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) affects adversely the right of Buyer to own the Purchased Assets or to operate the Business on or after the Closing Date; (b) PCC Parent, PCC, Buyer and Buyer's Parent shall have executed and delivered to each other party thereto the Indemnification and Guaranty Agreement and any other documentation required by such agreement, in form and substance as set forth in Exhibit C attached hereto and the same shall be in full force and effect; (c) all other transactions pursuant to which Buyer or any of its Affiliates acquire assets related to the Business shall have been consummated prior to or simultaneously with the transactions contemplated by this Agreement; (d) PCC and Buyer shall have executed and delivered to each other all such other documents or instruments necessary or appropriate to effect the transactions contemplated by this Agreement; and (e) PCC shall have obtained, or caused to have been obtained, the consents listed in Schedule 6.1(e)(i) and PCC shall have provided such payments as may be reasonably required to obtain all such consents. Buyer shall have obtained, or caused to have been obtained, the consents listed in Schedule 6.1(e)(ii) and Buyer shall have provided such payments, guarantees and/or assurances as may be reasonably required to obtain all such consents.

Conditions Precedent to Each Party’s Obligations. The obligations of each party to effect the Merger and otherwise cause the transactions contemplated by this Agreement to be consummated are subject to the satisfaction or waiver, in whole or in part (to the extent permitted by applicable Legal Requirements), as of the Closing, of each of the following conditions:

Conditions Precedent to Each Party’s Obligations. The obligations of each Party to perform this Agreement and the Plan of Merger and to consummate the transactions contemplated hereby and thereby will be subject to the satisfaction of the following conditions unless waived (to the extent such conditions can be waived) by each other Party:

Conditions Precedent to Each Party’s Obligations. The respective obligations of each party hereto to complete the Transactions shall be subject to the satisfaction, on or before the Effective Time, of each of the following conditions precedent and which may be waived only by the unanimous consent of all parties:

Conditions Precedent to Each Party’s Obligations. The obligation of each party to consummate the Contribution is subject to the satisfaction (or waiver in writing by each party) of the following conditions:

Conditions Precedent to Each Party’s Obligations. The respective obligations of the Sellers, on the one hand, and the Buyer, on the other hand, to consummate the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing Date of the following conditions precedent: (a) no claim, legal action, suit, litigation, arbitration, dispute, investigation, proceeding or Decree shall have been commenced, threatened or entered by or before any Governmental Authority that remains in force and that (i) prohibits, seeks to prohibit or imposes or seeks damages in connection with, the consummation of the transactions contemplated by this Agreement; (ii) seeks or imposes relief that causes or would cause any of the transactions contemplated by this Agreement to be rescinded following consummation; or (iii) affects adversely the right of the Buyer to own the Assets and to operate the Business on or after the Closing Date; (b) the Company, each Seller and the Buyer shall have executed and delivered to each other all such other documents or instruments necessary or appropriate to effect the transactions contemplated by this Agreement; and (c) each Seller shall have obtained, or caused to have been obtained, the consents listed in SECTION 3.2 of the Disclosure Schedule and the Sellers shall have provided such payments as may be reasonably required to obtain all such consents. If Seller is unable to obtain the consents listed on SECTION 3.2 of the Disclosure Schedule after having met its obligations under this SECTION 7.1(c) and under SECTIONS 3.2 and 6.4, Buyer's sole recourse will be termination of this Agreement pursuant to ARTICLE XI.

Conditions Precedent to Each Party’s Obligations. The respective obligations of each party to this Agreement to consummate the transactions contemplated by this Agreement are subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by agreement of the parties, in whole or in part, to the extent permitted by applicable law): (a) the Company Shareholder Approval shall have been obtained; (b) all filings required to be made shall have been made and all waiting periods (and any extension thereof) applicable to the Transaction under the HSR Act or any other applicable Antitrust Law shall have been terminated or shall have expired; and (c) there shall not be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby.

Conditions Precedent to Each Party’s Obligations. The obligations of each Party to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver by such Party, on or prior to the Closing Date, of each of the following conditions: 6.1.1 Since the date of this Agreement, (i) there shall not have been commenced any Proceeding by any Governmental Body involving any challenge to, or seeking damages or other relief in connection with, any of the transactions contemplated by this Agreement or any of the other Transaction Documents and (ii) no Proceeding by any Governmental Body shall have been commenced or Order has been issued that could reasonably be expected to restrain, prohibit, or make illegal this Agreement, the other Transaction Documents or the respective transactions contemplated by this Agreement or the other Transaction Documents. 6.1.2 There has been no Law or Order published, introduced, or otherwise proposed by or before any Governmental Body (including any rules and regulations of the Federal Trade Commission and the Antitrust Division of the Department of Justice) which would directly or indirectly prohibit the ability of any Party to perform in any material respect its obligations UNIT PURCHASE AGREEMENT 58 under, or adversely and materially affect the consummation of, this Agreement or any other applicable Transaction Document or the transactions contemplated hereby and thereby. 6.1.3 The waiting period (and any extension thereof) applicable to the Closing of the transactions pursuant to this Agreement under the HSR Act has expired or been terminated.