Additional Closing Condition Clause Samples

Additional Closing Condition. Paragraph 6 of the Purchase Agreement is hereby amended by inserting the following new Paragraph 6(f):
View SourceView Similar (3)
Additional Closing Condition. The parties hereby agree that the Asset Purchase Agreement be amended such that the Settlement (as hereinafter defined) of the Threatened Litigation by the Company and the Operating Subsidiaries shall be deemed an additional condition to Acquiror's obligations to close under Section 5.2 of the Asset Purchase Agreement. For purposes of this letter agreement, "SETTLEMENT" shall mean that the named plaintiffs in the Threatened Litigation and the Company and its Subsidiaries have entered into a signed, written final agreement, whereby such plaintiffs agree to release the Company and its Subsidiaries from their claims contemplated by the Threatened Litigation and any and all other existing claims, and that proper documents have been filed with the court of competent jurisdiction seeking to dismiss all lawsuits filed by any of the plaintiffs against the Company or its Subsidiaries. The Company and the Operating Subsidiaries shall promptly notify Acquiror upon the Settlement of the Threatened Litigation.
View SourceView Similar (2)
Additional Closing Condition. No Merger shall occur, unless all principal, interest, fees and other amounts due under the IHI Senior Secured Credit Facility and the EnSerCo Loan shall be paid in full. IHI and T-3 agree that as of March 31, 2001, the principal amount due under the EnSerCo Loan is $15 million, the interest due and payable under the EnSerCo Loan is $3,473,753.42, and that interest continues to accrue under the EnSerCo Loan at the rate of 18% per annum (as calculated under the terms of the EnSerCo Loan).
View SourceView Similar (2)
Additional Closing Condition is hereby added as follows:
View Source
Additional Closing Condition. The obligation of Buyer to effect the transactions contemplated by the Purchase Agreement shall be subject to the satisfaction of the additional condition, unless waived in writing by Buyer, which is hereby added to Article 8:
View Source
Additional Closing Condition. The satisfaction of the condition precedent set forth in Section 8.6 of the Disclosure Schedule.
View Source
Additional Closing Condition. In addition to the conditions set ---------------------------- forth in Sections 10.1 and 10.3 of the Standard Terms, the obligations of the Receiver under this Agreement are subject to the satisfaction of the following condition: Each of the Other Acquirors shall have entered into its respective Other Branch Agreement and all of the conditions to the Receiver's and each such Other Acquiror's obligations set forth in Article X of the Standard Terms (as incorporated by reference in each such Agreement) shall have been satisfied or waived.
View Source
Additional Closing Condition. The obligation of the parties hereto to consummate the purchase and sale of the Closing Securities at the Closing is subject to the following additional conditions: (a) all conditions precedent to the closing of the First Merger (as such term is defined in the Acquisition Agreement) of the Acquisition under the Acquisition Agreement shall have been satisfied (as determined by the parties to the Acquisition Agreement and other than those conditions under the Acquisition Agreement which, by their nature, are to be satisfied at the closing of the First Merger) or waived and (b) the closing of the First Merger shall occur substantially concurrently with the Closing.
View Source

Related to Additional Closing Condition

  • Post-Closing Conditions On or before each of the dates specified in this Section 4.3 (unless a longer period is agreed to by the Administrative Agent in writing), the Borrower shall satisfy each of the following items specified in the subsections below:

  • Closing Conditions (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

  • Buyer’s Closing Conditions The obligation of Buyer to proceed with the Closing contemplated hereby is subject, at the option of Buyer, to the satisfaction on or prior to the Closing Date of all of the following conditions:

  • Seller’s Closing Conditions The obligation of Seller to proceed with the Closing contemplated hereby is subject, at the option of Seller, to the satisfaction on or prior to the Closing Date of all of the following conditions:

  • Additional Closing i. The obligations of KiOR to sell the Notes, and of the Purchasers to purchase the Notes are subject to the fulfillment, on or before each Additional Closing, of each of the following conditions: (a) The notifications of the Purchasers and KiOR pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated; and (b) Consummation of the transactions contemplated hereby or by the Transaction Documents shall not have been restrained, enjoined or otherwise prohibited or made illegal by, or conditioned upon the receipt of any approvals or consents from Governmental Authorities under, any applicable law. ii. The obligations of KiOR to sell the Notes are subject to the fulfillment, on or before any Additional Closing, of each of the following conditions, unless otherwise waived by KiOR: (a) each Purchaser shall pay to KiOR, by wire transfer of immediately available funds, the applicable amount set forth opposite such Purchaser’s name under the heading “Additional Closing” on the Schedule of Purchasers for the Notes being purchased by such Purchaser at the Additional Closing. The Additional Closing shall not be deemed to occur, and all such payments by any Purchaser shall be deemed to be held in escrow, until all Purchasers listed on the Schedule of Purchasers have tendered to KiOR the applicable Purchase Price indicated thereon; and (b) each of the representations and warranties of each Purchaser in this Agreement and the other Transaction Documents shall be true and correct on the date of the Additional Closing, and the occurrence of such Additional Closing shall be deemed to be a representation and warranty of each Purchaser that such representations and warranties are true and correct. iii. The obligations of each Purchaser to purchase the Notes are subject to the fulfillment, on or before each Additional Closing, of each of the following conditions, unless otherwise waived by such Purchaser: (a) the Required Purchasers shall have determined that the Company shall have satisfied the applicable Milestone (as determined in the sole discretion of (and to the satisfaction of) the Required Purchasers); (b) the representations and warranties of the Company set forth in Section 4 of this Agreement shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by “materiality” or “Material Adverse Effect” in the text thereof) on and as of such Additional Closing, and no Default or Event of Default shall have occurred and be continuing as of the date of such Additional Closing; and (c) the Company shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Company on or before such Additional Closing.