Closing Closing Conditions Clause Samples

Closing Closing Conditions. (a) Closing of the transactions contemplated by this Agreement (the "Closing") shall occur at a place and time mutually agreeable to Seller and Buyer (the "Closing Date"). Seller and Buyer shall both make a good faith effort to close under this Agreement promptly. (b) Seller's obligation to close hereunder shall be conditioned upon (i) all representations and warranties of Buyer being then true and complete in all material respects as if made on and as of the Closing Date, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct as of such date, (ii) all consents of third parties required for Buyer to consummate the transactions contemplated under this Agreement shall have been obtained, (iii) no order, decree or judgment of any court, agency or other governmental authority shall have been issued based on or arising out of the conduct, action, inaction, qualifications or status of Buyer or any of its affiliates, which would render it unlawful as of the Closing Date to effect the transactions contemplated by this Agreement in accordance with its terms, (iv) the delivery by Buyer of the Purchase Price in the manner set forth in Section 4(b) above, and (v) the delivery by Buyer of Buyer's Closing Documents (as defined in Section 9 hereof) on or before the Closing Date. (c) Buyer's obligation to close hereunder shall be conditioned upon (i) all representations and warranties of Seller being then true and complete in all material respects as if made on and as of the Closing Date, except to the extent that any such representation or warranty is made as of a specific date, in which case such representation or warranty shall have been true and correct as of such date, (ii) all consents of third parties required for Seller to consummate the transactions contemplated under this Agreement shall have been obtained, (iii) no order, decree or judgment of any court, agency or other governmental authority shall have been issued based on or arising out of the conduct, action, inaction, qualifications or status of Seller or any of its affiliates, which would render it unlawful as of the Closing Date to effect that transactions contemplated by this Agreement in accordance with its terms, and (iv) the delivery by Seller of Seller's Closing Documents as set forth in Section 9 hereof.

Closing Closing Conditions. The closing of the Note and Warrant Conversion (the "CLOSING") shall occur concurrently with, and subject to the occurrence of, the Effective Time; PROVIDED, that unless otherwise agreed to in writing by the Purchasers holding a majority of the outstanding principal amount of Senior Notes, the Closing shall not occur prior to July 31, 2005. The Closing shall be further conditioned upon the following: (a) the applicable waiting period(s) under the HSR Act with respect to the Note and Warrant Conversion, if applicable, shall have expired or been terminated; and (b) the Merger Agreement shall not have been amended, modified or waived in any manner that adversely affects the rights and obligations of the Purchasers without the consent of the Purchasers holding a majority of the outstanding principal amount of the Senior Notes.

Closing Closing Conditions. (a) Closing of the transactions contemplated by this Agreement (the "Closing") shall occur at a place and time mutually agreeable to Seller and Buyer (the "Closing Date"). Seller and Buyer shall both make a good faith effort to close under this Agreement promptly. (b) Seller's obligation to close hereunder shall be conditioned upon (i) all representations and warranties of Buyer being then true and complete in all material respects as if made on and as of the Closing Date, except to the extent that any such representation or

Closing Closing Conditions. Provided that there is no legal proceeding then pending which prevents the Closing, at the Closing, and as a condition to the obligation of WM Partner to pay the Contribution Price, the Partnership shall deliver to WM Partner a letter or certificate which restates, as at the date of the Closing (the “Closing Date”), the representations set forth in paragraph (b) above. At the Closing, and as a condition to the obligation of the Partnership to deliver the certificate(s) for the Common Units to be acquired by WM Partnership, WM Partner shall deliver to the Partnership a letter or certificate which makes the investment representation set forth in paragraph (c) above. Upon satisfaction of all of the foregoing conditions, the Partnership shall deliver one or more certificates for the Common Units to be issued to WM Partner and WM Partner shall pay to the Partnership the Contribution Price therefor by wire transfer of immediately available funds.

Closing Closing Conditions. The closing of the transactions contemplated by this Agreement (the "CLOSING") shall occur at 10:00 a.m., Mountain Time, at the offices of Bake▇ & ▇ost▇▇▇▇▇ ▇▇▇ in Denver, Colorado, on September 14, 1999, unless another date, time or place is agreed to in writing by R&A Management LLC (acting as agent for Investors under the terms of the Purchase Agreements) and Charter Holdco. At the Closing, each Investor shall (a) contribute to Charter Holdco the Contributed Interest, (b) deliver or cause to be delivered to Charter Holdco or its designee one or more certificates evidencing the Contributed Interests to be contributed at such Closing (if such interests are certificated), together with duly executed assignments separate from the certificate in a form reasonably satisfactory to Charter Holdco to effectuate the transfer of such Contributed Interest to Charter Holdco or its designee, (c) execute the Joinder Agreement in the form attached hereto as EXHIBIT B, by which such Investor shall become a party to the Operating Agreement, and (d) countersign the Charter Put (defined below). At the Closing, Charter Holdco shall (a) deliver to each Investor an executed Operating Agreement evidencing the Issued Units, and (b) execute and deliver a Put Agreement, in the form attached hereto as EXHIBIT D (the "CHARTER PUT").

Closing Closing Conditions. SECTION 13.1. Closing............................................ 56 SECTION 13.2. Conditions to the Obligation of Each Member.....

Closing Closing Conditions. The closing of the transactions contemplated by this Agreement (the "CLOSING") shall occur simultaneously with (and shall be contingent upon) the closing of the IPO and shall take place at a location specified by CCI. At the Closing, Holder shall (a) contribute to CCI the Contributed Units, (b) deliver or cause to be delivered to CCI one or more certificates evidencing the Contributed Units (if such interests are certificated), together with duly

Closing Closing Conditions. 3.1 The closing of the transaction contemplated herein (the "Closing") shall occur on such date as the Parties may mutually agree but in no event shall such date be later than ninety (90) days after the date of this Agreement. 3.2 CYTOGEN shall use commercially reasonable efforts to obtain, within thirty (30) days after the date of this Agreement a firm commitment from one or more Third Parties to provide financing (with the participants, structure, term and conditions, including pricing, type of security, etc. of such financing to be determined in the sole discretion of CYTOGEN) in such amount as shall be necessary, in Cytogen's sole discretion, to pay the consideration set forth in Section 4(1) below.

Closing Closing Conditions. 23 6.1 Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 6.2 Conditions to Chart's and Merger Sub's Obligation . . . . . . . . . . . . 23 6.3 Conditions to Shareholders' and Company's Obligations . . . . . . . . . . 26