Conditions Precedent to Obligations of Each Party Sample Clauses

Conditions Precedent to Obligations of Each Party. The obligations of each Party to effect the Merger and otherwise consummate the Contemplated Transactions to be consummated at the Closing are subject to the satisfaction or, to the extent permitted by applicable Law, the written waiver by each of the Parties, at or prior to the Closing, of each of the following conditions:

Conditions Precedent to Obligations of Each Party. The respective ------------------------------------------------- obligations of each party to this Agreement to consummate this Agreement and the transactions contemplated hereby shall be subject to the satisfaction or waiver by the appropriate party of each of the following conditions on or prior to the Closing Date:

Conditions Precedent to Obligations of Each Party. The respective obligations of the Seller and the Purchaser 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: (a) No Order issued by any Governmental Authority of competent jurisdiction preventing the consummation of the transactions contemplated hereby shall be in effect, nor shall any material proceeding initiated by any Governmental Authority of competent jurisdiction having valid enforcement authority seeking such an Order be pending, nor shall there be any action taken, nor any Law or Order enacted, entered or enforced that has not been subsequently overturned or otherwise made inapplicable to this Agreement, that makes the consummation or performance of any of the transactions contemplated hereby illegal; (b) Any waiting period (including any extension thereof) applicable to the purchase and sale of the Membership Interest to the Purchaser under the HSR Act shall have been terminated or expired; and (c) The Seller Approvals and the Purchaser Approvals shall have been obtained and do not contain or result in any condition, requirement or other term that (i) requires the divestiture or transfer of control of any assets by Purchaser or any of its Affiliates or (ii) would result in a Seller Material Adverse Effect, Purchaser Material Adverse Effect or Project Company Material Adverse Effect.

Conditions Precedent to Obligations of Each Party. The respective obligations of each party hereto to effect the Merger shall be subject to the fulfillment or satisfaction, prior to or on the Closing Date, of each of the following conditions precedent:

Conditions Precedent to Obligations of Each Party. The obligations of each party to consummate and effect the transactions contemplated hereunder shall be subject to the satisfaction or waiver before the Effective Date of the following conditions:

Conditions Precedent to Obligations of Each Party. The respective obligations of each Party to consummate the transactions contemplated by this Agreement is 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 such Party, in its sole discretion, in whole or in part to the extent permitted by applicable Law): (a) there shall not be in effect any Law or Order by a Government Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; and (b) no Legal Proceeding shall have been commenced by or before any Government Authority against such Party seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which would render it impossible or unlawful to consummate such transactions, provided, however, that the provisions of this Section 7.1(b) shall not apply if such Party has directly or indirectly solicited or encouraged any such Legal Proceeding.

Conditions Precedent to Obligations of Each Party. The respective obligations of Seller and Purchaser 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: (a) No Order issued by any court of competent jurisdiction preventing the consummation of the transactions contemplated hereby shall be in effect, nor shall any material proceeding initiated by any Governmental Authority of competent jurisdiction having valid enforcement authority seeking such an Order be pending, nor shall there be any action taken, or any Law or Order enacted, entered or enforced that has not been subsequently overturned or otherwise made inapplicable to this Agreement, that makes the consummation of the transactions contemplated hereby illegal; (b) The Bankruptcy Court shall have entered an Order, substantially the same in form and substance as the proposed order attached hereto as Exhibit F and reasonably acceptable to Purchaser (the "Approval Order"), and such Approval Order is not subject to a stay and has not been vacated, modified or reversed by a court of competent jurisdiction in any respect that is material to Purchaser or Seller, as applicable, in its reasonable discretion (for avoidance of doubt, the parties agree that the Approval Order may not be reasonably acceptable to Purchaser (in Purchaser's discretion) if the Approval Order does not contain each of the provisions which Seller has covenanted to use its reasonable best efforts to obtain, or if it is not substantially identical to Exhibit F hereto, provided, however, that the exclusion of paragraph 7 of the Approval Order shall not be taken into account in determining whether the Approval Order is acceptable to Purchaser); (c) Any waiting period (including any extension thereof) under the HSR Act applicable to the purchase and sale of the Company's equity securities hereunder shall have terminated or expired and any Required Government Approvals, including, without limitation, approval of OPUC, shall have been obtained; and (d) The Indemnification Escrow Agent shall have delivered to Purchaser and Seller a copy of the Indemnification Escrow Agreement, duly executed by the Indemnification Escrow Agent.

Conditions Precedent to Obligations of Each Party. The obligation of Buyer and Parent to consummate the transactions contemplated hereby is subject to the satisfaction (or waiver by Buyer and Parent, to the extent permissible under applicable Requirements of Law) on or before the Closing Date of the following conditions:

Conditions Precedent to Obligations of Each Party. The obligations of each Party to effect the Closing and to consummate the transactions contemplated by this Agreement are subject to no Law or Order (including any rules and regulations of the Federal Trade Commission and the Antitrust Division of the Department of Justice) being in effect that restrains or makes illegal the consummation of this Agreement or any other applicable Transaction Document or the transactions contemplated hereby and thereby.

Conditions Precedent to Obligations of Each Party. The obligation of each party hereto to consummate the Merger is subject to the satisfaction of each condition precedent listed below.