Common use of Additional Closing Condition Clause in Contracts

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.