Common use of No Legal Actions Clause in Contracts

No Legal Actions. No action or proceeding shall have been instituted and no bona fide action or proceeding shall have been threatened by anyone not a party to this Agreement on or prior to Closing which calls into question or seeks to set aside the performance of Buyer's or Seller's obligations hereunder. Neither Seller nor Buyer shall act or fail to act for the intended purpose of permitting or causing any of the foregoing conditions to Seller's obligations to fail. If any of the foregoing conditions to Seller's obligations have not been satisfied on or before the Scheduled Closing Date, and such condition has not previously been waived by Seller, Seller may either (i) waive such condition to Seller's obligations, in which event the transaction contemplated by this Agreement shall close in accordance with the terms hereof (provided all other conditions precedent have been either waived or satisfied as provided herein), or (ii) terminate this Agreement in accordance with Section 7 hereof. If Seller fails to take an action in clause (i) or (ii) hereof within one business day 3102/001/109971.10 16 of the Scheduled Closing Date, such failure shall be deemed an election by Seller to terminate this Agreement. The foregoing shall not limit Seller from exercising the remedies available to Seller upon a default by Buyer as provided in Section 13(a) hereof.

No Legal Actions. No action or proceeding shall have been instituted and no bona fide action or proceeding shall have been threatened by anyone not a party to this Agreement on or prior to Closing which calls into question or seeks to set aside the performance of Buyer's ’s or Seller's ’s obligations hereunder. Neither Seller nor Buyer shall act or fail to act for the intended purpose of permitting or causing any of the foregoing conditions to Seller's ’s obligations to fail. If any of the foregoing conditions to Seller's ’s obligations have not been satisfied on or before the Scheduled Closing Date, and such condition has not previously been waived by Seller, Seller may either elect to (i) waive such condition to Seller's ’s obligations, in which event the transaction contemplated by this Agreement shall close in accordance with the terms hereof (provided all other conditions precedent have been either waived or satisfied as provided herein), or (ii) in the event of failure of the condition set forth in clause (iii) above, terminate this Agreement in accordance with Section 7 hereof. If Seller fails by providing written notice thereof to take an action in clause (i) or (ii) hereof within one business day 3102/001/109971.10 16 of Buyer prior to the Scheduled Closing Date, such in which event the provisions of Section 7 hereof shall apply, or (iii) in the event of failure shall be deemed an election by Seller to terminate this Agreement. The foregoing shall not limit Seller from exercising of the conditions set forth in clauses (i) and/or (ii) above, exercise the remedies available to Seller upon a default by Buyer as provided in Section 13(a) hereofhereof pursuant to and in accordance with Section 13(a).

No Legal Actions. No action or proceeding shall have been instituted and no bona fide action or proceeding shall have been threatened by anyone not a party to this Agreement on or prior to Closing which calls into question or seeks to set aside the performance of Buyer's or Seller's obligations hereunderhereunder shall have been instituted or threatened by anyone not a party to this Agreement. Neither Seller nor Buyer shall act or fail to act for the intended purpose of permitting or causing any of the foregoing conditions to SellerBuyer's obligations to fail. If any of the foregoing conditions to SellerBuyer's obligations have not been satisfied on or before prior to the Scheduled Closing Date, and such condition has not previously been waived by SellerBuyer, Seller Buyer may either elect to (iA) waive such any condition to Seller's obligations, set forth above in which event the transaction contemplated by this Agreement shall close Section 8(a) and proceed with Closing in accordance with the terms hereof this Agreement (provided all other conditions precedent have been either waived or satisfied as provided hereinin this Agreement), (B) in the event of failure of the conditions set forth in clauses (iii) or (iv) above, terminate this Agreement by providing written notice thereof to Seller, in which event the provisions of Section 9 hereof shall apply, or (iiC) terminate this Agreement in accordance with Section 7 hereof. If Seller fails to take an action the event of failure of the conditions set forth in clause clauses (i) or (ii) above exercise the remedies available to Buyer upon a default by Seller as provided in Section 12(b) hereof within one pursuant to and in accordance with Section 12(b). If Buyer fails to take action under clauses (A), (B) or (C) above by providing written notice thereof to Seller no later than five (5) business day 3102/001/109971.10 16 of days after the Scheduled Closing Date, such failure shall be deemed an election by Seller Buyer to terminate waive the condition and proceed with Closing in accordance with this Agreement. The foregoing shall not limit Seller from exercising the remedies available to Seller upon a default by Buyer as provided in Section 13(a) hereof.

No Legal Actions. No action or proceeding shall have been instituted and no bona fide action or proceeding shall have been threatened by anyone not a party to this Agreement on or prior to Closing which calls into question or seeks to set aside the performance of Buyer's or Seller's obligations hereunderhereunder shall have been instituted or threatened by anyone not a party to this Agreement. Neither Seller nor Buyer shall act or fail to act for the intended purpose of permitting or causing any of the foregoing conditions to SellerBuyer's obligations to fail. If any of the foregoing conditions to SellerBuyer's obligations have not been satisfied on or before prior to the Scheduled Closing Date, and such condition has not previously been waived by SellerBuyer, Seller Buyer may either elect to (iA) waive such any condition to Seller's obligations, set forth above in which event the transaction contemplated by this Agreement shall close Section 8(a) and proceed with Closing in accordance with the terms hereof this Agreement (provided all other conditions precedent have been either waived or satisfied as provided hereinin this Agreement), (B) in the event of failure of the conditions set forth in clauses (iii) or (iv) above, terminate this Agreement by providing written notice thereof to Seller, in which event the provisions of Section 9 hereof shall apply, or (iiC) terminate this Agreement in accordance with Section 7 hereof. If Seller fails to take an action the event of failure of the conditions set forth in clause clauses (i) or (ii) above exercise the remedies available to Buyer upon a default by Seller as provided in Section 12(b) hereof within one pursuant to and in accordance with Section 12(b). If Buyer fails to take action under clauses (A), (B) or (C) above by providing written notice thereof to Seller no later than five (5) business day 3102/001/109971.10 16 of days after the Scheduled Closing Date, such failure shall be deemed an election by Seller Buyer to terminate waive the condition and proceed with Closing in accordance with this Agreement. The foregoing shall not limit Seller from exercising the remedies available to Seller upon a default by Buyer as provided in Section 13(a) hereof.(b)

No Legal Actions. No action or proceeding shall have been instituted and no bona fide action or proceeding shall have been threatened by anyone not a party to this Agreement on or prior to Closing which calls into question or seeks to set aside the performance of Buyer's or Seller's obligations hereunderhereunder shall have been instituted or threatened by anyone not a party to this Agreement. Neither Seller nor Buyer shall act or fail to act for the intended purpose of permitting or causing any of the foregoing conditions to Seller's obligations to fail. If any of the foregoing conditions to Seller's obligations have not been satisfied on or before the Scheduled Closing Date, and such condition has not previously been waived by Seller, Seller may either elect to (iX) waive such any 3119.001/132866 779613.06-LACSR02A - MSW condition to Seller's obligations, set forth above in which event the transaction contemplated by this Agreement shall close Section 8(b) and proceed with Closing in accordance with the terms hereof this Agreement (provided all other conditions precedent have been either waived or satisfied as provided hereinin this Agreement), (Y) in the event of failure of the conditions set forth in clause (ii) above, terminate this Agreement by providing written notice thereof to Buyer, in which event the provisions of Section 9 hereof shall apply, or (iiZ) terminate this Agreement in the event of failure of the conditions set forth in clause (i) above, exercise the remedies available to Seller upon a default by Buyer as provided in Section 12(a) hereof pursuant to and in accordance with Section 7 hereof12(a). If Seller fails to take an action in clause under clauses (iX), (Y) or (iiZ) hereof within one above by providing written notice thereof to Buyer no later than five business day 3102/001/109971.10 16 of days after the Scheduled Closing Date, such failure shall be deemed an election by Seller to terminate waive the condition and proceed with Closing in accordance with this Agreement. The foregoing shall not limit Seller from exercising the remedies available to Seller upon a default by Buyer as provided in Section 13(a) hereof.

No Legal Actions. No action or proceeding shall have been instituted and no bona fide action or proceeding shall have been threatened by anyone not a party to this Agreement on or prior to Closing which calls into question or seeks to set aside the performance of Buyer's or Seller's obligations hereunderhereunder shall have been instituted or threatened by anyone not a party to this Agreement. Neither Seller nor Buyer shall act or fail to act for the intended purpose of permitting or causing any of the foregoing conditions to Seller's obligations to fail. If any of the foregoing conditions to Seller's obligations have not been satisfied on or before the Scheduled Closing Date, and such condition has not previously been waived by Seller, Seller may either elect to (iX) waive such any 3119.001/132866 19 779613.06-LACSR02A - MSW condition to Seller's obligations, set forth above in which event the transaction contemplated by this Agreement shall close Section 8(b) and proceed with Closing in accordance with the terms hereof this Agreement (provided all other conditions precedent have been either waived or satisfied as provided hereinin this Agreement), (Y) in the event of failure of the conditions set forth in clause (ii) above, terminate this Agreement by providing written notice thereof to Buyer, in which event the provisions of Section 9 hereof shall apply, or (iiZ) terminate this Agreement in the event of failure of the conditions set forth in clause (i) above, exercise the remedies available to Seller upon a default by Buyer as provided in Section 12(a) hereof pursuant to and in accordance with Section 7 hereof12(a). If Seller fails to take an action in clause under clauses (iX), (Y) or (iiZ) hereof within one above by providing written notice thereof to Buyer no later than five business day 3102/001/109971.10 16 of days after the Scheduled Closing Date, such failure shall be deemed an election by Seller to terminate waive the condition and proceed with Closing in accordance with this Agreement. The foregoing shall not limit Seller from exercising the remedies available to Seller upon a default by Buyer as provided in Section 13(a) hereof.(c)