Closing Condition Sample Clauses
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Closing Condition. This Contract and all obligations of Purchaser hereunder are expressly conditioned on the following condition precedent being complied with as of the Closing Date: Seller shall (i) have delivered to Purchaser all written notices of Violations from governmental authorities which Seller receives from and after the date hereof which have not been cured or waived and (ii) not have received any written notices of Violations which would materially and adversely affect the Premises other than written notices of Violations (A) of which Seller notifies Purchaser no later than two (2) days prior to the Outside Termination Date, (B) which arise out of conditions known to Purchaser as of the Outside Termination Date, including, without limitation, those arising out of the Proceeding, (C) which are specifically disclosed in Purchaser's engineering reports as of the Outside Termination Date, (D) which are caused by Purchaser's acts or omissions or (E) which a Space Tenant is obligated to cure pursuant to its Space Lease. If Seller notifies Purchaser that the condition set forth in this Section 9.5 cannot be met, Purchaser shall have five (5) days from receipt of Seller's notice to elect to (i) cancel this Contract and receive the return of the Deposit or (ii) waive compliance with the aforesaid condition. If Purchaser elects to cancel this Contract pursuant to the preceding sentence, Seller shall have the option to rescind Purchaser's cancellation of this Contract and adjourn the Closing for a period not to exceed thirty (30) days beyond the date scheduled for Closing in order to cure the condition causing such Violations, provided Seller notifies Purchaser of such election within five (5) days after receipt of Purchaser's cancellation notice. In the event Purchaser is permitted to cancel this Contract in accordance with the foregoing, if Purchaser fails to cancel this Contract as provided for above, then, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept the Premises subject to any such written notices of Violations without any reduction of the Purchase Price.
Closing Condition. The obligations of all of the parties to consummate an Exchange pursuant to this Section 2.1 shall be subject to the condition that there shall be no injunction, restraining order or decree of any nature of any Governmental Entity that is in effect that restrains or prohibits the exchange of Partnership Units for Class A Shares.
Closing Condition. (i) The obligations of the Sellers and the Purchaser to perform the Closing Actions shall be subject to the satisfaction of the following condition (Bedingungen) (the Closing Condition): The Secured Bank has irrevocably released its pledge over the Seller 1 Shares and waived any and all rights under the assignment of the dividend rights attached to the Seller 1 Shares by executing a letter addressed to the Seller 1 and the Purchaser and declared to deliver to the Purchaser on the Closing Date the original of the power of attorney granted to the Secured Bank by Seller 1, subject only to the condition precedent of receipt of the full Seller 1 Bank Loan Amount as set forth in Clause 3.3(b)(viii).
(j) The Purchaser and the Sellers may, to the extent legally possible, jointly waive the Closing Condition.
Closing Condition. This Agreement is subject to the consummation of the Merger. If the Merger does not close, this Agreement shall be null and void.
Closing Condition. Prior (and as a condition) to the Closing, ▇▇▇▇▇ agrees to reimburse the Company for $16,989.37 of his personal expenses charged to the Company’s credit card and known as of the date of execution of this Agreement. In addition, prior (and as a condition) to the Closing, IDT and the Company shall have executed a settlement agreement with respect to certain outstanding legal fees and settlement costs, and the Company shall have paid IDT all amounts due thereunder.
Closing Condition. As a condition precedent to the Closing, the transactions contemplated by this Agreement shall have been approved by (i) a majority of the board of directors of the Company (the “Board”), and (ii) the holders of fifty three percent (53%) of the Company’s Series C Preferred stock and Series C-1 Preferred stock, voting together as a single class.
Closing Condition. Parent, Buyer and Seller agree that the Closing shall occur upon Seller's receipt of the Purchase Price pursuant to Section 2.2, which shall be the first Business Day after the date hereof. Parent, Buyer and Seller agree to use the date that the Seller receives the Purchase Price as the Closing Date on the parties' respective Internal Revenue Service Form 8594. The transactions contemplated by the Purchase Agreement shall be deemed effective as of 12:01 a.m. on the Closing Date.
Closing Condition. Buyer's and Seller's obligations hereunder are subject to and conditioned upon satisfaction of the following condition (the "Closing Condition" on or before one hundred twenty days (120 days) from the date hereof. Seller's eviction of Henderson Bowl, Inc. ("HBI") from the Premises and ability to deliver possession of the Premises to Buyer as the closing or Seller's entry into an agreement with HBI establishing arrangements for HBI to remain at the Premises for an agreed-upon period and for HBI's subsequent departure from the Premises. Any such agreement shall have been approved in writing by Buyer in its sole and absolute discretion. This contingency would also be considered satisfied despite the filing of a lawsuit or insolvency proceeding by HBI and/or its principal, ▇▇▇▇▇▇ ▇▇▇▇▇, provided that possession of the Premises is not at issue.
Closing Condition. 3.1 Closing is conditional on the completion of the Share Proposal and the Scheme in accordance with the terms and conditions set out in the Scheme Document including for the avoidance of doubt, the withdrawal of the listing of the Shares on the Hong Kong Stock Exchange and the delisting of the Netcom ADSs from the New York Stock Exchange (the “Closing Condition”).
3.2 The Closing Condition is expected to be satisfied on or before 15 October 2008 and in any event no later than 15 December 2008 at 5:00pm Eastern Standard Time or such later date as the Parties may agree (the “Long Stop Date”).
3.3 If the Closing Condition has not been satisfied by the Long Stop Date, either Party has the right to terminate this Agreement with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations at the date of termination.
Closing Condition. The Sellers and the Purchaser shall only be obliged to proceed to Closing if the condition referred to below (the “Closing Condition”) has been fulfilled:
(a) The competition authorities in Sweden, Norway and Denmark have either approved the Transaction or waived their jurisdiction or the statutory waiting periods have expired without any decision being issued or the prohibition to complete the Transaction has been otherwise waived or terminated,
(b) In case the anti-trust review is referred to the European Commission pursuant to Article 4 (5) or 22 (1) of the Council Regulation (EC) No. 139/2004 (the “EC Merger Regulation”), the European Commission
(i) has declared the Transaction to be compatible with the common market pursuant to Article 6 (1) (b), 8 (1) or 8 (2) of EC Merger Regulation; or
(ii) has not issued a decision within the required deadlines with the consequence that the Transaction is being deemed compatible with the common market pursuant to Article 10 (6) of the EC Merger Regulation.