Closing and Waiver Clause Samples

The Closing and Waiver clause formally concludes the parties' obligations under an agreement and specifies that each party waives any further claims or rights related to the subject matter of the contract. In practice, this clause typically takes effect upon the completion of all required actions at closing, such as payment or delivery, and prevents either party from pursuing additional demands or disputes arising from the agreement. Its core function is to provide finality and certainty, ensuring that once the contract is closed, neither party can revisit or challenge settled matters, thereby reducing the risk of future litigation.
Closing and Waiver. (a) Unless this Agreement shall have been terminated in accordance with the provisions of Section 10.1 hereof, a closing (the "Closing" and the date and time thereof being the "Closing Date") will be held as soon as practicable after the conditions set forth in Sections 9.1, 9.2 and 9.3 shall have been satisfied or waived. The Closing will be held at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ or at such other places as the parties may agree. Immediately thereafter, the Certificate of Merger will be filed. (b) At any time prior to the Effective Date, any party hereto may (i) extend the time for the performance of any of the obligations or other acts of any other party hereto, (ii) waive any inaccuracies in the representations and warran- ties of the other party contained herein or in any document delivered pursuant hereto, and (iii) waive compliance with any of the agreements of any other party or with any conditions to its own obligations contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing duly autho- rized by and signed on behalf of such party.
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Closing and Waiver. 73 13.3 Notices ................................................................................... 73 13.4 Counterparts............................................................................... 76 13.5 Interpretation............................................................................. 76 13.6 Amendment ................................................................................. 76 13.7 No Third Party Beneficiaries............................................................... 76 13.8
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Closing and Waiver. (a) Unless this Agreement shall have been terminated in accordance with the provisions of Section 8.1 hereof, a closing (the "CLOSING" and the date and time thereof being the "CLOSING DATE") will be held as soon as practicable on a date agreed upon by the parties hereto after the conditions set forth in Sections 7.1, 7.2 and 7.3 hereof shall have been satisfied or
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Closing and Waiver. 47 9.3. NOTICES..............................................................47 9.4. COUNTERPARTS.........................................................49 9.5. INTERPRETATION.......................................................49 9.6. AMENDMENT............................................................49 9.7. NO THIRD PARTY BENEFICIARIES.........................................49 9.8. GOVERNING LAW........................................................49 9.9.
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Closing and Waiver. (a) Unless this Agreement shall have been terminated in accordance with the provisions of Section 8.1 hereof, a closing (the "CLOSING" and the date and time thereof being the "CLOSING DATE") will be held on the Effective Date and in any event within three business days after the conditions set forth in Sections 7.1, 7.2 and 7.3 hereof shall have been satisfied or waived. The Closing will be held at the offices of ▇▇▇▇▇ ▇▇▇▇▇ & Co., 3 ▇▇▇▇▇▇ ▇▇▇▇▇▇ Street, Tel Aviv, Israel, or at such other place as the parties may agree. (b) At any time prior to the Effective Date, any party hereto may (i) extend the time for the performance of any of the obligations or other acts of any other party hereto, (ii) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered pursuant hereto, and (iii) waive compliance with any of the agreements of any other party or with any conditions to its own obligations contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing duly authorized by and signed on behalf of such party.
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Closing and Waiver. 54 11.3. Notices..................................................................54 11.4. Counterparts.............................................................55 11.5. Interpretation...........................................................55 11.6. Amendment................................................................56 11.7. No Third Party Beneficiaries.............................................56 11.8. Governing Law............................................................56 11.9. Entire Agreement.........................................................56 11.10. Validity................................................................56 EXHIBIT A................................................................................1 ANNEX I TO EXHIBIT A.....................................................................1 EXHIBIT B................................................................................1 AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER, dated as of August 26, 1998, by and among DRS TECHNOLOGIES, INC., a Delaware corporation ("Acquiror"), DRS MERGER SUB, INC., a New York corporation and a direct wholly owned subsidiary of Acquiror ("Merger Sub"), and NAI TECHNOLOGIES, INC., a New York corporation (the "Company" and, together with Merger Sub, the "Constituent Corporations").
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Closing and Waiver. 40 9.3. NOTICES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 9.4. COUNTERPARTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 9.5. INTERPRETATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 9.6. AMENDMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43 9.7. NO THIRD PARTY BENEFICIARIES . . . . . . . . . . . . . . . . . . . . . 43 9.8. GOVERNING LAW. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43 9.9.
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Related to Closing and Waiver

  • Closing and Closing Deliveries 27 8.1 Closing...............................................................................27 8.2

  • Closing and Closing Documents 7 4.1 Closing...................................................................................... 7 4.2 Seller's Deliveries.......................................................................... 7 4.3 Purchaser's Deliveries....................................................................... 8 4.4 Fees and Expenses; Closing Costs............................................................. 8 4.5 Adjustments.................................................................................. 8 ARTICLE V Miscellaneous......................................................................................... 9

  • CLOSING AND CLOSING DATE 3.1 Subject to the terms and conditions set forth herein, the Closing Date shall be April 27, 2007, or such other date as the parties may agree. All acts taking place at the closing of the transactions provided for in this Agreement (Closing) shall be deemed to take place simultaneously as of the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividends. The Closing shall be held at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP or at such other time and/or place as the parties may agree. 3.2 The Acquired Entity shall direct State Street Bank and Trust Company (the Custodian) to transfer ownership of the Assets from the accounts of the Acquired Fund that the Custodian maintains as custodian for the Acquired Fund to the accounts of the Acquiring Fund that the Custodian maintains as custodian for the Acquiring Fund and to deliver to the Acquiring Entity, at the Closing, a certificate of an authorized officer stating that (i) the Assets of the Acquired Fund have been so transferred as of the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets of the Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3 The Acquired Entity shall direct PFPC Inc., in its capacity as transfer agent for the Acquired Fund (Transfer Agent), to deliver to the Acquiring Entity at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of Acquired Fund Shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall deliver to the Secretary of the Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5. At the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the other party or its counsel may reasonably request. 3.4 In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an Exchange) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund), the Closing Date shall be postponed until the first Friday (that is also a business day) after the day when trading shall have been fully resumed and reporting shall have been restored.

  • CLOSING AND SETTLEMENT Seller/Landlord shall determine the title company at which settlement shall occur and shall inform Buyer/Tenant of this location in writing. Buyer/Tenant agrees that closing costs in their entirety, including any points, fees, and other charges required by the third-party lender, shall be the sole responsibility of Buyer/Tenant. The only expense related to closing costs apportioned to Seller/Landlord shall be the pro-rated share of the ad valorem taxes due at the time of closing, for which Seller/Landlord is solely responsible.

  • Closing and Deliveries 10 4.1 Closing.......................................................................................10