Permits and third party approvals necessary or, in the reasonable discretion of Agent, advisable to be obtained by a Credit Party in connection with this Agreement, the other Loan Documents, the consummation of the Acquisition and the continuing operations of Borrower and its Subsidiaries and the transactions contemplated hereby shall have been obtained and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the Acquisition or the financing contemplated hereby.