Additional Conditions Precedent to Closing Clause Samples

Additional Conditions Precedent to Closing. In addition to the other conditions enumerated in this Agreement, the following shall be additional Conditions Precedent to Purchaser's obligation to close hereunder:

Additional Conditions Precedent to Closing. In addition to the conditions precedent to Section 3.1 above, the Closing is solely subject to satisfaction of the following conditions precedent on the Closing Date: (a) Note Documents (other than this Agreement), each duly executed by Issuer and each Guarantor, as applicable; (b) a completed Perfection Certificate for Issuer and each Guarantor; (c) the Operating Documents and good standing certificates of Issuer and each Guarantor certified by the Secretary of State (or equivalent agency) of Issuer’s and such Guarantor’s jurisdiction of organization or formation and each jurisdiction in which Issuer and each Guarantor is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Closing Date; (d) a certificate of Issuer executed by the Secretary of Issuer and each Guarantor executed by a director of the relevant Guarantor with appropriate insertions and attachments, including with respect to (i) the Operating Documents of Issuer or such Guarantor (which Certificate of Incorporation of Issuer shall be certified by the Secretary of State of the State of Delaware); (ii) the resolutions adopted by the Board of Directors or the board of directors (or the functional equivalent thereof) of such Guarantor for the purpose of approving the transactions contemplated by the Note Documents; (iii) (in the case of each Guarantor) the up-to-date share register of such Guarantor; and (iv) (in the case of each Guarantor) the identification by name and title, and the specimen signatures of, the officers of such Guarantor authorized to sign the Note Documents to which such Guarantor is party; (e) Issuer shall have provided the applicable listing of additional shares notification to The NASDAQ Global Select Market and The NASDAQ Global Select Market shall not have made any objection (not subsequently withdrawn) that the consummation of the transactions contemplated by this Agreement would violate NASDAQ listing rules applicable to the Issuer and that if not withdrawn would result in the delisting of the Common Stock; (f) a duly executed legal opinion of counsel to Issuer dated as of the Closing Date, in form and substance satisfactory to the Purchasers; (g) a duly executed legal opinion of Australian counsel to Issuer and Guarantors dated as of the Closing Date, in form and substance satisfactory to the Purchasers; (h) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on th...

Additional Conditions Precedent to Closing. The sale and purchase contemplated by this Contract is contingent upon occurrence of all the following prior to Closing Date (collectively, the “Conditions Precedent to Closing”): (a) City Council of Seller, as its governing body, approving this Contract on or before Closing. (b) The results of inspection and testing do not indicate any conditions which are deemed unacceptable to Buyer, in Buyer's sole and absolute discretion. In the event any of the Conditions Precedent to Closing are not satisfied on or before five (5) days before the Closing Date, Buyer may by notice given to Seller not less than least five (5) days prior to Closing Date (i) waive any or all of the above conditions in writing delivered to Seller and close the sale and purchase of the Property, or (ii) elect to terminate this Contract, in which event each party will be released from all obligations under this Contract. If the above conditions have not been satisfied, or if the closing has not occurred on or before July 30, 2021, any Party that is not then in breach of this Contract may terminate this Contract by written notice to the other.

Additional Conditions Precedent to Closing. (a) The following conditions precedent for Purchaser's benefit must be satisfied as of the date of Closing, as the same may be extended herein:

Additional Conditions Precedent to Closing. The Closing shall be contingent upon the following: (a) Satisfactory examination and verification of the adequacy and accuracy of all representations and warranties of the respective parties, including those contained in the financial statements; (b) Satisfactory verification that neither the transactions contemplated herein nor any other material aspect of the respective companies shall, in the opinion of counsel, be reasonably likely to cause any stop-order, litigation, breach of contract, federal, state or local administrative proceeding, or similar default or defalcation; (c) Satisfactory evidence that all pre-closing conditions or obligations have been fulfilled or complied with; (d) Satisfactory evidence that there are no rights of dissent or appraisal in favor of any holder of Egenix Common Stock, Egenix Preferred Stock or Pathogenics Common Stock except as permitted hereby, no preemptive rights with respect to any shares or class of shares, no requirement for fairness hearings, fairness opinions, or similar regulatory processes, and no rights to rescission or injunctive relief, unless the above rights have been waived or released in accordance with applicable law; and (e) Necessary approvals, if any, of administrative agencies, or state level corporate commissioners have been obtained.

Additional Conditions Precedent to Closing. The sale and purchase contemplated by this Contract is contingent upon occurrence of all the following prior to Closing Date (collectively, the “Conditions Precedent to Closing”): (a) Buyer’s City Council approving this Contract on or before Closing. (b) Funds for the payment of the Purchase Price having been duly appropriated by Buyer's City Council in accordance with law and an unencumbered balance thereof existing which is sufficient for payment of the Purchase Price stated above. (c) The results of inspection and Testing do not indicate any conditions which are deemed unacceptable to Buyer, in ▇▇▇▇▇'s sole and absolute discretion. In the event any of the Conditions Precedent to Closing are not satisfied on or before five (5) days before the Closing Date, Buyer may by notice given to Seller not less than least five (5) days prior to Closing Date (i) waive any or all of the above conditions in writing delivered to Seller and close the sale and purchase of the Property, or (ii) elect to terminate this Contract, in which event each Party will be released from all obligations under this Contract.

Additional Conditions Precedent to Closing. 42 (a) Zoning and Subdivision................................................................. 42 (b) Flood Insurance........................................................................ 42 (c) Utilities.............................................................................. 42 (d) Assumed Indebtedness................................................................... 42 (e) Bankruptcy............................................................................. 42 (f) Representations and Warranties True.................................................... 42 (g) Covenants Performed.................................................................... 42 (h) Leases................................................................................. 42 (i) Occupancy Rate......................................................................... 42 (j) Representations and Warranties True.................................................... 43 (k)

Additional Conditions Precedent to Closing. Between the Effective Date and the Close of Escrow, as an additional condition precedent to Buyer’s and Seller’s obligation to consummate the transaction contemplated under this Agreement, no fact or circumstance shall have arisen (regardless of whether or not permitted under this Agreement) which would materially adversely affect the initial public offering (“IPO”) of the Units and/or Buyer S-REIT’s ability to obtain a listing on the Singapore Exchange Securities Trading Limited. In addition, as a condition to Buyer's and Seller’s obligation to consummate the transaction contemplated by this Agreement, Buyer S-REIT shall have received the eligibility-to-list letter from the SGX approving, among other things, the listing of, and quotation for Units on the SGX, the final prospectus shall have been registered in connection with the IPO, the underwriting agreement required to be entered into in connection with the IPO shall have been entered into and shall not have been terminated pursuant to its terms. For avoidance of doubt, the failure of either of the conditions precedent set forth above in this Section 7.3 shall not be a default by Seller or Buyer under the terms of this Agreement. In addition, Seller and Buyer acknowledge that Seller and its affiliates will at no time own Units in Buyer S-REIT in excess of twenty-six (26%) of the outstanding Units. ACTIVE 31157768v21 ‑13‑

Additional Conditions Precedent to Closing. The following new subsections are added to Section 8: