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

Conditions to Obligations of Each Party. The respective obligations of each party to effect the Transactions shall, except as hereinafter provided in this Section, be subject to the satisfaction at or prior to the Closing Date of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by Applicable Law: (a) As of the Closing Date, no Legal Action shall be pending before or threatened in writing by any Authority seeking to enjoin, restrain, prohibit or make illegal or to impose any materially adverse conditions in connection with, the consummation of the Transactions, it being understood and agreed that a written request by any Authority for information with respect to the Transactions, which information could be used in connection with such Legal Action, shall not in itself be deemed to be a threat of any such Legal Action; and (b) All authorizations, consents, waivers, orders or approvals required to be obtained from all Authorities, and all filings, submissions, registrations, notices or declarations required to be made by any of the parties with any Authority, prior to the consummation of the Transactions, shall have been obtained from, and made with, all such Authorities, except for such authorizations, consents, waivers, orders, approvals, filings, registrations, notices or declarations as are set forth in Section 7.1(b) of the OPM Disclosure Schedule or the failure to obtain or make would not, in the reasonable business judgment of ATS, have a material adverse effect on the OPM Assets or the OPM Business.

Conditions to Obligations of Each Party. The respective obligations of each party the Company, Acquiror and Merger Sub to effect consummate the Transactions shall, except as hereinafter provided in this Section, be Merger are subject to the satisfaction at or prior to the Closing Date of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by Applicable Law: (a) As the Company shall have obtained Company Shareholder Approval in accordance with Florida state corporate Law; (b) no laws shall have been adopted or promulgated, and no temporary restraining order, preliminary or permanent injunction or other order issued by a court or other governmental entity of competent jurisdiction shall be in effect, that (i) has the effect of making the Merger illegal or otherwise prohibiting consummation of the Closing DateMerger or (ii) otherwise, individually or in the aggregate, would have a Material Adverse Effect on Acquiror (including the Surviving Corporation and its Subsidiaries), after giving effect to the Merger; provided, however, that each of the parties shall have used their best efforts to prevent the entry of any such temporary restraining order, injunction or other order, including, without limitation, taking such action as is required to comply with Section 8.01, and to appeal as promptly as possible any injunction or other order that may be entered; (c) all required approvals, applications, or notices with governmental entities and/or self-regulatory agencies shall have been obtained (the “Approvals”), except those approvals, the failure of which to obtain would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company; (d) no Legal Action order suspending the use of the Company Proxy Statement or any part thereof shall be pending before have been issued and no proceeding for that purpose shall have been initiated or threatened in writing by any Authority seeking to enjoin, restrain, prohibit or make illegal or to impose any materially adverse conditions in connection with, the consummation of the Transactions, it being understood and agreed that a written request by any Authority for information with respect to the Transactions, which information could be used in connection with such Legal Action, shall not in itself be deemed to be a threat of any such Legal ActionSEC; and (be) All authorizations, consents, waivers, orders or approvals required to be obtained from all Authorities, any waiting period (and all filings, submissions, registrations, notices or declarations required to be made by any of extension thereof) under the parties with any Authority, prior HSR Act applicable to the consummation of the Transactions, Merger shall have expired or been obtained from, and made with, all such Authorities, except for such authorizations, consents, waivers, orders, approvals, filings, registrations, notices or declarations as are set forth in Section 7.1(b) of the OPM Disclosure Schedule or the failure to obtain or make would not, in the reasonable business judgment of ATS, have a material adverse effect on the OPM Assets or the OPM Businessterminated.

Conditions to Obligations of Each Party. The respective obligations of each party to effect the Transactions shall, except as hereinafter provided in this Section, be subject to the satisfaction at or prior to the Closing Date of the following conditions, any or all of which may be waivedwaived in writing, in whole or in part, to the extent permitted by Applicable Law: (a) As of the Closing Date, no Legal Action shall be pending before or threatened in writing by any Authority seeking to enjoin, restrain, prohibit or make illegal or to impose any materially adverse Adverse conditions in connection with, the consummation of the Transactions, it being understood and agreed that a written request by any Authority for information with respect to the Transactions, which information could be used in connection with such Legal Action, shall not in itself be deemed to be a threat of any such Legal Action; and (b) All authorizations, consents, waivers, orders or approvals required to be obtained from all Authorities, and all filings, submissions, registrations, notices or declarations required to be made by any of the parties ATS and Seller with any Authority, prior to the consummation of the Transactions, shall have been obtained from, and made with, all such Authorities, except for such authorizations, consents, waivers, orders, approvals, filings, registrations, notices or declarations declarations, if any, as are set forth in Section 7.1(b6.1(b) of the OPM Seller Disclosure Schedule or the failure to obtain or make would not, in the reasonable business judgment of ATS, have a material adverse Adverse effect on the OPM Seller Assets or the OPM Seller Business.

Conditions to Obligations of Each Party. The respective obligations of each party the Company, Parent and Purchaser to effect consummate the Transactions shall, except as hereinafter provided in this Section, be Merger are subject to the satisfaction or waiver of the following conditions at or prior to the Closing Date of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by Applicable LawEffective Time: (a) As Purchaser shall have purchased all Shares validly tendered and not withdrawn pursuant to the Offer; provided that this condition shall be deemed to have been satisfied with respect to the obligation of Parent and Purchaser to effect the Merger if Purchaser fails to accept for payment or pay for Shares validly tendered and not withdrawn pursuant to the Offer in violation of the Closing Dateterms of the Offer or of this Agreement; (b) if required by applicable Law, this Agreement shall have been approved and adopted by the required vote of the stockholders of the Company in accordance with the DGCL; and (c) no Legal Action statute, rule or regulation shall be pending before have been enacted, promulgated or threatened in writing deemed applicable to the Merger by any Authority seeking to enjoin, restrain, prohibit or make illegal or to impose any materially adverse conditions in connection with, Governmental Entity which prevents the consummation of the Transactions, it being understood and agreed that a written request by any Authority for information with respect to the Transactions, which information could be used in connection with such Legal Action, shall not in itself be deemed to be a threat of any such Legal Action; and (b) All authorizations, consents, waivers, orders Merger or approvals required to be obtained from all Authorities, and all filings, submissions, registrations, notices or declarations required to be made by any of the parties with any Authority, prior to makes the consummation of the TransactionsMerger unlawful, and no temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction preventing the consummation of the Merger shall be in effect; provided, however, that each of the parties shall have been obtained from, used reasonable best efforts to prevent the entry of any such injunction or other order and made with, all such Authorities, except for such authorizations, consents, waivers, orders, approvals, filings, registrations, notices to appeal as promptly as possible any injunction or declarations as are set forth in Section 7.1(b) of the OPM Disclosure Schedule or the failure to obtain or make would not, in the reasonable business judgment of ATS, have a material adverse effect on the OPM Assets or the OPM Businessother order that may be entered.

Conditions to Obligations of Each Party. The respective obligations of each party the Company and Merger Sub to effect consummate the Transactions shall, except as hereinafter provided in this Section, be Merger are subject to the satisfaction at or prior to the Closing Date of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by Applicable Law: (a) As This Agreement shall have been approved and adopted by the holders of not less than a majority of the Closing DateShares entitled to vote for directors in accordance with the MBCA; (b) any applicable waiting period under the HSR Act or comparable period under the Antitrust Laws of other applicable jurisdictions relating to the Merger shall have expired or been terminated; (c) no provision of any applicable law or regulation and no judgment, no Legal Action injunction, order or decree shall be pending before or threatened in writing by any Authority seeking to enjoin, restrain, prohibit or make illegal or to impose any materially adverse conditions in connection with, the consummation of the TransactionsMerger; (d) receipt of a solvency opinion addressed to each of the Board of Directors of the Company, it being understood Parent, and agreed that a written request by any Authority for information with respect Merger Sub, as to the Transactions, which information could be used in connection with such Legal Action, shall not in itself be deemed solvency of the Surviving Corporation after giving effect to be a threat of any such Legal Action; andthe transactions contemplated by this Agreement; (be) All authorizationsall licenses, permits, qualifications, consents, waivers, approvals, authorizations or orders or approvals required to be obtained from all Authorities, and all filings, submissions, registrations, notices or declarations required to be made by any of set forth on the parties with any Authority, prior to the consummation of the Transactions, Disclosure Schedule shall have been obtained from, and made with, all such Authoritiesby the Company, except for where the failure to receive such authorizationslicenses, permits, qualifications, consents, waivers, approvals, authorizations or orders, approvalsindividually or in the aggregate with all other such failures, filingswould not be reasonably expected to have a Material Adverse Effect (either before or after giving effect to the transactions contemplated by this Agreement); and (f) all actions by or in respect of, registrationsor filings with, notices any governmental body, agency or declarations as are set forth in Section 7.1(b) authority required to permit the consummation of the OPM Disclosure Schedule Merger, shall have been taken, made or the failure to obtain or make would not, in the reasonable business judgment of ATS, have a material adverse effect on the OPM Assets or the OPM Businessobtained.

Conditions to Obligations of Each Party. The respective obligations of each party to effect the Transactions Merger shall, except as hereinafter provided in this Section, be subject to the satisfaction at or prior to the Closing Date of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by Applicable Law: (a) As of the Closing Date, no Legal Action shall be pending before or threatened in writing by any Authority seeking to enjoin, restrain, prohibit or make illegal or to impose any materially adverse conditions in connection with, the consummation of the Merger or the other Transactions, it being understood and agreed that a written request by any Authority for information with respect to the TransactionsMerger, which information could be used in connection with such Legal Action, shall not in itself be deemed to be a threat of Legal Action pending before any such Legal ActionAuthority; and (b) All authorizations, consents, waivers, orders or approvals required to be obtained from all Authorities, and all filings, submissions, registrations, notices or declarations required to be made by any of the parties with any Authority, prior to the consummation of the TransactionsMerger, shall have been obtained from, and made with, all such Authorities, except for such authorizations, consents, waivers, orders, approvals, filings, registrations, notices or declarations as are set forth in Section 7.1(b8.1(b) of the OPM Gearon Disclosure Schedule or the failure to obtain or make would not, in the reasonable business judgment of ATS, have a material adverse effect on the OPM Assets or the OPM BusinessGearon.

Conditions to Obligations of Each Party. The respective obligations of each party to effect the Transactions shall, except as hereinafter provided in this Section, be subject to the satisfaction at or prior to the Closing Date of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by Applicable Law: (a) As of the Closing Date, no Legal Action shall be pending before or threatened in writing by any Authority seeking to enjoin, restrain, prohibit or make illegal or to impose any materially adverse conditions in connection with, the consummation of the Transactions, it being understood and agreed that a written request by any Authority for information with respect to the Transactions, which information could be used in connection with such Legal Action, shall not in itself be deemed to be a threat of any such Legal Action; and; (b) All authorizations, consents, waivers, orders or approvals required to be obtained from all Authorities, and all filings, submissions, registrations, notices or declarations required to be made by any of the parties ATS and CSD with any Authority, prior to the consummation of the Transactions, shall have been obtained from, and made with, all such Authorities, except for such authorizations, consents, waivers, orders, approvals, filings, registrations, notices or declarations as are set forth in Section 7.1(b6.1(b) of the OPM CSD Disclosure Schedule or the failure to obtain or make would not, in the reasonable business judgment of ATS, have a material adverse effect on the OPM CSD Assets or the OPM CSD Central Valley Business; and (c) LLC shall have executed and delivered this Agreement as set forth below.

Conditions to Obligations of Each Party. The respective obligations of each party Buyer, the Company and Sellers to effect consummate the Transactions shall, except as hereinafter provided in this Section, Purchase shall be subject to the satisfaction satisfaction, at or prior to the Closing Date Closing, of each of the following conditions, any or all of which may be waived, in whole or in partmay, to the extent permitted by Applicable Law:, be waived in writing by any party in its sole discretion (provided, that such waiver shall only be effective as to the obligations of such party): (a) As There shall be no Applicable Law or regulation enacted, adopted, promulgated or enforced, or any ruling, judgment, injunction, order or decree of any Authority having competent jurisdiction in effect that enjoins, restrains, makes illegal or otherwise prohibits consummation of the Closing DateSubject Transactions. (b) The applicable waiting periods (and any extensions thereof), no Legal Action if any, under the HSR Act, the German Act, and the Chinese Rules relating to the Subject Transactions shall be pending before have expired or threatened in writing by the parties shall have received notice of early termination thereunder (respectively the “HSR Approval”, the “German Approval” and the “Chinese Approval”). All other material consents of, or registrations, declarations or filings with, any Authority seeking to enjoin, restrain, prohibit or make illegal or to impose any materially adverse conditions in connection with, legally required for the consummation of the Transactions, it being understood and agreed that a written request by any Authority for information with respect to the Transactions, which information could be used in connection with such Legal Action, shall not in itself be deemed to be a threat of any such Legal Action; and (b) All authorizations, consents, waivers, orders or approvals required to be obtained from all Authorities, and all filings, submissions, registrations, notices or declarations required to be made by any of the parties with any Authority, prior to the consummation of the Transactions, Subject Transactions shall have been obtained from, or filed and made with, all such Authorities, except for such authorizations, consents, waivers, orders, approvals, filings, registrations, notices or declarations as are set forth in Section 7.1(bwaiting periods (and any extensions thereof) of the OPM Disclosure Schedule or the failure to obtain or make would not, in the reasonable business judgment of ATS, under all Applicable Laws shall have a material adverse effect on the OPM Assets or the OPM Businessexpired.

Conditions to Obligations of Each Party. The respective obligations of each party to effect the Transactions shall, except as hereinafter provided in this Section, be parties hereunder are subject to the satisfaction at or prior to fulfillment, on and as of the Closing Date Effective Date, of each of the following conditions, conditions (any one or all more of which may be waivedwaived by such parties, but only in whole or in part, to the extent permitted a writing signed by Applicable Law:such parties): (a) As Each of Holdco and each Affiliated Company's shareholders shall have duly a approved this Agreement, the Closing DateArticles of Merger and the Merger, no Legal Action all in accordance with applicable laws and regulatory requirements. (b) No statute, rule, regulation, executive order, decree, injunction or restraining order shall be pending before have been enacted, promulgated or threatened in writing enforced (and not repealed, superseded or otherwise made inapplicable) by any Authority seeking to enjoin, restrain, prohibit court or make illegal or to impose any materially adverse conditions in connection with, governmental authority which prohibits the consummation of the TransactionsMerger (each party agreeing to use its reasonable best efforts to have any such order, it being understood decree or injunction lifted). (c) There shall have been obtained any and agreed all Governmental Authorizations, permits, approvals and consents of securities or "blue sky" commissions of any jurisdiction and of any other governmental body or agency, that a written request by any Authority for information with respect to the Transactions, which information could be used in connection with such Legal Action, shall not in itself may reasonably be deemed necessary so that the consummation of the Merger will be in compliance with applicable laws, the failure to comply with which would have a Material Adverse Effect on HCCH, Holdco, any Affiliated Company or the Surviving Corporation, or would be a threat reasonably likely to subject any of HCCH, Merger Sub, Holdco, any such Legal Action; andAffiliated Company or any of their respective directors or officers to penalties or criminal liability. (bd) All authorizations, consents, waivers, orders or approvals required to be obtained from all Authorities, The waiting period (and all filings, submissions, registrations, notices or declarations required to be made by any of the parties with any Authority, prior extension thereof) applicable to the consummation of the TransactionsMerger under the HSR Act, if applicable, shall have expired or been obtained from, and made with, all such Authorities, except for such authorizations, consents, waivers, orders, approvals, filings, registrations, notices or declarations as are set forth in Section 7.1(b) of the OPM Disclosure Schedule or the failure to obtain or make would not, in the reasonable business judgment of ATS, have a material adverse effect on the OPM Assets or the OPM Businessterminated.

Conditions to Obligations of Each Party. The respective obligations of each party to effect the Transactions shall, except as hereinafter provided in this Section, be parties hereunder are subject to the satisfaction at or prior to fulfillment, on and as of the Closing Date Effective Date, of each of the following conditions, conditions (any one or all more of which may be waivedwaived by such parties, but only in whole or in part, to the extent permitted a writing signed by Applicable Law:such parties): (a) As Each of ▇▇▇▇▇▇▇ and the Closing DateShareholders shall have duly approved, no Legal Action where applicable, this Agreement, the Articles of Merger and the Merger, all in accordance with applicable laws and regulatory requirements. (b) No statute, rule, regulation, executive order, decree, injunction or restraining order shall be pending before have been enacted, promulgated or threatened in writing enforced (and not repealed, superseded or otherwise made inapplicable) by any Authority seeking to enjoin, restrain, prohibit court or make illegal or to impose any materially adverse conditions in connection with, governmental authority which prohibits the consummation of the TransactionsMerger (each party agreeing to use its reasonable best efforts to have any such order, it being understood decree or injunction lifted). (c) There shall have been obtained any and agreed all Governmental Authorizations, permits, approvals and consents of securities or "blue sky" commissions of any jurisdiction and of any other governmental body or agency, that a written request by any Authority for information with respect to the Transactions, which information could be used in connection with such Legal Action, shall not in itself may reasonably be deemed necessary so that the consummation of the Merger will be in compliance with applicable laws, the failure to comply with which would have a Material Adverse Effect on HCCH, ▇▇▇▇▇▇▇, or the Surviving Corporation, or would be a threat reasonably likely to subject any of HCCH, Merger Sub, ▇▇▇▇▇▇▇, or any such Legal Action; andof their respective directors or officers to penalties or criminal liability. (bd) All authorizations, consents, waivers, orders or approvals required to be obtained from all Authorities, The waiting period (and all filings, submissions, registrations, notices or declarations required to be made by any of the parties with any Authority, prior extension thereof) applicable to the consummation of the TransactionsMerger under the HSR Act, if applicable, shall have expired or been obtained from, and made with, all such Authorities, except for such authorizations, consents, waivers, orders, approvals, filings, registrations, notices or declarations as are set forth in Section 7.1(b) of the OPM Disclosure Schedule or the failure to obtain or make would not, in the reasonable business judgment of ATS, have a material adverse effect on the OPM Assets or the OPM Businessterminated.

Conditions to Obligations of Each Party. The respective obligations of each party to effect the Transactions shall, except as hereinafter provided in this Section, be parties hereunder are subject to the satisfaction at or prior to fulfillment, on and as of the Closing Date Effective Date, of each of the following conditions, conditions (any one or all more of which may be waivedwaived by such parties, but only in whole or in part, to the extent permitted a writing signed by Applicable Law:such parties): (a) As Each of Holdco and each Affiliated Company's shareholders shall have duly approved this Agreement, the Closing DateArticles of Merger and the Merger, no Legal Action all in accordance with applicable laws and regulatory requirements. (b) No statute, rule, regulation, executive order, decree, injunction or restraining order shall be pending before have been enacted, promulgated or threatened in writing enforced (and not repealed, superseded or otherwise made inapplicable) by any Authority seeking to enjoin, restrain, prohibit court or make illegal or to impose any materially adverse conditions in connection with, governmental authority which prohibits the consummation of the TransactionsMerger (each party agreeing to use its reasonable best efforts to have any such order, it being understood decree or injunction lifted). (c) There shall have been obtained any and agreed all Governmental Authorizations, permits, approvals and consents of securities or "blue sky" commissions of any jurisdiction and of any other governmental body or agency, that a written request by any Authority for information with respect to the Transactions, which information could be used in connection with such Legal Action, shall not in itself may reasonably be deemed necessary so that the consummation of the Merger will be in compliance with applicable laws, the failure to comply with which would have a Material Adverse Effect on HCCH, Holdco, any Affiliated Company or the Surviving Corporation, or would be a threat reasonably likely to subject any of HCCH, Merger Sub, Holdco, any such Legal Action; andAffiliated Company or any of their respective directors or officers to penalties or criminal liability. (bd) All authorizations, consents, waivers, orders or approvals required to be obtained from all Authorities, The waiting period (and all filings, submissions, registrations, notices or declarations required to be made by any of the parties with any Authority, prior extension thereof) applicable to the consummation of the TransactionsMerger under the HSR Act, if applicable, shall have expired or been obtained from, and made with, all such Authorities, except for such authorizations, consents, waivers, orders, approvals, filings, registrations, notices or declarations as are set forth in Section 7.1(b) of the OPM Disclosure Schedule or the failure to obtain or make would not, in the reasonable business judgment of ATS, have a material adverse effect on the OPM Assets or the OPM Businessterminated.

Conditions to Obligations of Each Party. The respective obligations --------------------------------------- of each party to effect consummate the Transactions Merger shall, except as hereinafter provided in this Section, be subject to the satisfaction at or prior to the Closing Date of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by Applicable Law: (a) As of the Closing Date, no Legal Action shall be pending before or threatened in writing by any Authority seeking to enjoin, restrain, prohibit or make illegal or to impose any materially adverse conditions in connection with, the consummation of the TransactionsMerger, it being understood and agreed that a written request by any Authority for information with respect to the TransactionsMerger, which information could be used in connection with such Legal Action, shall not in itself be deemed to be a threat of Legal Action pending before any such Legal Action; andAuthority; (b) All Any waiting period (and any extension thereof) applicable to the consummation of the Merger under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act shall have expired or been terminated without any condition that has a material adverse effect on TCT or any of its Members or any Affiliate thereof; (c) Except with respect to the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act (which is addressed in Section 7.1(b)), all authorizations, consents, waivers, orders or approvals required to be obtained from all Authorities, and all filingsfilings (other than the Certificate of Merger), submissions, registrations, notices or declarations required to be made by any of the parties with any Authority, prior to the consummation of the TransactionsMerger, shall have been obtained from, and made with, all such Authorities, except for such authorizations, consents, waivers, orders, approvals, filings, registrations, notices or declarations as are set forth in Section 7.1(b) of the OPM Disclosure Schedule or the failure to obtain or make would not, in the reasonable business judgment of ATS, not have a material adverse effect on TCT; and (d) The ATC Common Stock to be issued as part of the OPM Assets or the OPM BusinessMerger Consideration shall have been listed for trading on The New York Stock Exchange, subject to official notice of issuance.

Conditions to Obligations of Each Party. The respective obligations of each party Buyer, Parent and the Company to effect consummate the Transactions shall, except as hereinafter provided in this Section, be are subject to the satisfaction at or prior to the Closing Date of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by Applicable Law: (a) As any applicable waiting period under the HSR Act or any other Antitrust Laws relating to the Transactions shall have expired or been terminated; (b) no provision of the Closing Dateany applicable law or regulation and no judgment, no Legal Action injunction, order or decree shall be pending before or threatened in writing by any Authority seeking to enjoin, restrain, prohibit or make illegal or to impose any materially adverse conditions in connection with, the consummation of the TransactionsClosing; (c) no court, it being understood arbitrator or Governmental Authority shall have issued any order, and agreed that a written request by any Authority for information with respect to the Transactions, which information could be used in connection with such Legal Action, there shall not in itself be deemed to be a threat any statute, rule or regulation, restraining or prohibiting the consummation of the Closing or the effective operation of any such Legal Action; andmaterial portion of the business of the Company and the Company Subsidiaries after the Closing Date; (bd) All authorizationsall actions by or in respect of, or filings with, any Governmental Authority required to permit the consummation of the Closing shall have been taken, made or obtained; (e) all licenses, permits, qualifications, consents, waivers, approvals, authorizations or orders or approvals required to be obtained from all Authorities, and all filings, submissions, registrations, notices or declarations required to be made by any of the parties with any Authority, prior to the consummation of the Transactions, shall have been obtained from, and made with, all such Authoritiesby Parent, except for where the failure to receive such authorizationslicenses, permits, qualifications, consents, waivers, approvals, authorizations or orders, approvalsindividually or in the aggregate with all other such failures, filings, registrations, notices would not be reasonably expected to have a Material Adverse Effect (either before or declarations as are set forth in Section 7.1(bafter giving effect to the Transactions); and (f) Parent shall have received the consent (the "Required Consent") of the OPM Disclosure Schedule or the failure to obtain or make would not, Required Lenders (as defined in the reasonable business judgment Parent Credit Agreement) pursuant to Section 10.02 of ATS, have a material adverse effect the Parent Credit Agreement to the Transactions and the modifications to the Parent Credit Agreement summarized on the OPM Assets or the OPM BusinessSchedule 8.01 hereto.

Conditions to Obligations of Each Party. The respective obligations of each party to effect consummate the Transactions shall, except as hereinafter provided in transactions contemplated by this Section, Agreement shall be subject to the satisfaction fulfillment, at or prior to the Closing Date Date, of each of the following conditions, any or all of which may be waivedwaived by all of the parties hereto in writing, in whole or in part, and each party shall use its commercially reasonable efforts to the extent permitted by Applicable Lawcause such conditions to be fulfilled: (a) As of At the Closing Date, no Legal Action there shall be pending before no effective injunction, writ or threatened in writing preliminary restraining order or any order of any nature issued by a court or governmental agency of competent jurisdiction directing that the Merger not be consummated as herein provided, and there shall not have been any action taken, or any statute, rule, regulation or order enacted, promulgated, issued or deemed applicable to the Merger, by any Authority seeking to enjoinforeign, restrainfederal, prohibit state, local or other government or governmental authority or court which would make illegal or to impose any materially adverse conditions in connection with, the consummation of the TransactionsMerger illegal, it being understood and agreed that a written request by no such action shall have been taken or any Authority for information with respect such statute, rule, regulation or order enacted, promulgated, issued or deemed applicable to the Transactions, Merger which information could would be used in connection with reasonably likely to produce such Legal Action, shall not in itself be deemed to be a threat of any such Legal Action; andresult. (b) All authorizations, consents, waivers, orders or approvals required The passing at a general meeting of ▇▇▇▇▇▇▇ of a resolution to be obtained from all Authorities, approve the Merger and all filings, submissions, registrations, notices or declarations required a resolution to be made by any authorize the allotment and issue of the parties Securities, if such approval is required. (c) All applicable waiting periods under the HSR Act and the Exon-▇▇▇▇▇▇ Amendment to the Defense Production Act of 1950 shall have expired or been terminated. (d) Premier shall, or shall have caused its Subsidiaries to, inform and/or consult with any Authorityworkers' councils or committees regarding the transactions contemplated by this Agreement, prior to as required by applicable law and the consummation provisions of the Transactions, shall have been obtained from, and made with, all such Authorities, except for such authorizations, consents, waivers, orders, approvals, filings, registrations, notices or declarations as are set forth in Section 7.1(b) of the OPM Disclosure Schedule or the failure to obtain or make would not, in the reasonable business judgment of ATS, have a material adverse effect on the OPM Assets or the OPM Businessany collective bargaining agreements.

Conditions to Obligations of Each Party. The respective obligations of each party to effect consummate the Transactions Merger shall, except as hereinafter provided in this Section, be subject to the satisfaction at or prior to the Closing Date of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by Applicable Law: (a) As of the Closing Date, no Legal Action shall be pending before or threatened in writing by any Authority seeking to enjoin, restrain, prohibit or make illegal or to impose any materially adverse conditions condition in connection with, the consummation of the TransactionsMerger, it being understood and agreed that a written request by any Authority for information with respect to the TransactionsMerger, which information could be used in connection with such Legal Action, shall not in itself be deemed to be a threat of Legal Action pending before any such Legal Action; andAuthority; (b) All Any waiting period (and any extension thereof) applicable to the consummation of the Merger under the Hart-Scott-Rodino Act shall ▇▇▇▇ ▇▇pired or been terminated; (c) Except with respect to the Hart-Scott-Rodino Act (whic▇ ▇▇ ▇▇▇ressed in Section 7.1(b)), all authorizations, consents, waivers, orders or approvals required to be obtained from all Authorities, and all filingsfilings (other than those referred to in Section 2.3), submissions, registrations, notices or declarations required to be made by any of the parties with any Authority, prior to the consummation of the TransactionsMerger, shall have been obtained from, and made with, all such Authorities, except for such authorizations, consents, waivers, orders, approvals, filings, submissions, registrations, notices or declarations as are set forth in Section 7.1(b) of the OPM Disclosure Schedule or the failure to obtain or make would not, in the reasonable business judgment of ATS, not have a material adverse effect on the OPM Assets or the OPM BusinessUniSite; and (d) The UniSite Stockholder Approval shall have been obtained.

Conditions to Obligations of Each Party. The respective obligations of each party to effect perform this Agreement and the Transactions shall, except as hereinafter provided in this Section, be Plan of Merger and to consummate the Merger and the other transactions contemplated hereby are subject to the satisfaction at or prior to the Closing Date of the following conditions, any or all unless waived by both parties pursuant to Section 17 of which may be waived, in whole or in part, to this Agreement: [a] The stockholders of InspecTech shall have approved this Agreement and the extent permitted by Applicable Law: (a) As Plan of the Closing Date, no Legal Action shall be pending before or threatened in writing by any Authority seeking to enjoin, restrain, prohibit or make illegal or to impose any materially adverse conditions in connection with, Merger and the consummation of the Transactionstransactions contemplated hereby and thereby, it being understood including the Merger, as and agreed that a written request by any Authority for information with respect to the Transactions, which information could be used in connection with such Legal Action, shall not in itself be deemed to be a threat extent required by Law and by the provisions of any such Legal Action; and (governing instruments. [b) ] All authorizationsConsents of, consents, waivers, orders or approvals required to be obtained from all Authoritiesfilings and registrations with, and notifications to, all filings, submissions, registrations, notices or declarations Regulatory Authorities required to be made by any of the parties with any Authority, prior to the for consummation of the Transactions, Merger shall have been obtained from, or made and made with, shall be in full force and effect and all such Authorities, except waiting periods required by Law shall have expired. [c] Each party shall have obtained any and all Consents required for such authorizations, consents, waivers, orders, approvals, filings, registrations, notices or declarations as are set forth in Section 7.1(b) consummation of the OPM Disclosure Schedule Merger or for the failure preventing of any default under any Contract or permit of such party which, if not obtained or made, is reasonably likely to obtain have, individually or make would not, in the reasonable business judgment of ATSaggregate, have a material adverse effect on such party. [d] No court or governmental or Regulatory Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or order (whether temporary, preliminary, or permanent) or taken any other action which prohibits, restricts, or makes illegal consummation of the OPM Assets or the OPM Businesstransactions contemplated by this Agreement.

Conditions to Obligations of Each Party. The respective obligations of each party to effect consummate the Transactions Merger shall, except as hereinafter provided in this Section, be subject to the satisfaction at or prior to the Closing Date of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by Applicable Law: (a) As of the Closing Date, no Legal Action shall be pending before or threatened in writing by any Authority seeking to enjoin, restrain, prohibit or make illegal or to impose any materially adverse conditions in connection with, the consummation of the TransactionsMerger, it being understood and agreed that a written request by any Authority for information with respect to the TransactionsMerger, which information could be used in connection with such Legal Action, shall not in itself be deemed to be a threat of Legal Action pending before any such Legal Action; andAuthority; (b) All authorizationsAny waiting period (and any extension thereof) applicable to the consummation of the Merger under the Hart-Scott-Rodino Act shall have expired or been terminate▇ ▇▇▇▇▇▇▇ ▇▇▇ condition that has a material adverse effect on TCT or any of its Members or any Affiliate thereof; (c) Except with respect to the Hart-Scott-Rodino Act (which is addressed in Section 7.1(b)), ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ons, consents, waivers, orders or approvals required to be obtained from all Authorities, and all filingsfilings (other than the Certificate of Merger), submissions, registrations, notices or declarations required to be made by any of the parties with any Authority, prior to the consummation of the TransactionsMerger, shall have been obtained from, and made with, all such Authorities, except for such authorizations, consents, waivers, orders, approvals, filings, registrations, notices or declarations as are set forth in Section 7.1(b) of the OPM Disclosure Schedule or the failure to obtain or make would not, in the reasonable business judgment of ATS, not have a material adverse effect on TCT; and (d) The ATC Common Stock to be issued as part of the OPM Assets or the OPM BusinessMerger Consideration shall have been listed for trading on The New York Stock Exchange, subject to official notice of issuance.