Common use of Closing Confirmation Clause in Contracts

Closing Confirmation. On the Closing Date, after all Closing Actions have been taken or occurred or have been duly waived, the Seller and the Purchaser shall confirm, solely for the purpose of documenting that Closing has been effected, in a written document, to be jointly executed substantially in the form attached hereto as Exhibit 12.2.3 (the “Closing Confirmation”), (i) that the Closing Conditions have been duly satisfied and (ii) that all Closing Actions have been duly taken, occurred or duly waived. The legal effect of the Closing Confirmation shall be to serve as evidence that all Closing Actions and the Closing Conditions have been satisfied or waived. Notwithstanding the foregoing provisions of this Section 12.2.3, the execution of the Closing Confirmation shall not limit or prejudice any rights of the Parties arising under or in connection with this Agreement or under applicable law and shall not reverse the burden of proof, provided, however, that no Party shall be entitled to assert, make any claim or exercise any right, including withdrawal or rescission rights, based upon the argument that the Closing Conditions pursuant to Sections 11.1.2 or 11.1.3 have not been satisfied and these Closing Conditions shall be deemed finally satisfied for such purposes, if the Closing Confirmation has been executed by both Parties.

Closing Confirmation. On Following the performance (or valid waiver in accordance with Section 8.5) of the Closing Date, after all Closing Actions have been taken or occurred or have been duly waivedActions, the Seller and the Purchaser shall confirm, solely for the purpose of documenting that Closing has been effected, in execute a written document, to be jointly executed closing confirmation substantially in the form as attached hereto as in Exhibit 12.2.3 8.3 (the “Closing Confirmation”)) confirming the due fulfillment and/or waiver, (i) that as the case may be, of the Closing Conditions have been duly satisfied and (ii) that all the due performance and/or waiver, as the case may be, of the Closing Actions have been duly taken, occurred or duly waivedActions. The legal effect of the Closing Confirmation shall be to serve as prima facie evidence that all Closing Actions and the Closing Conditions have been satisfied or fulfilled and/or duly waived and that the Closing Actions have been performed and/or duly waived. Notwithstanding , provided that (i) upon execution of the foregoing provisions of this Section 12.2.3Closing Confirmation, the Condition Precedent shall be irrefutably deemed to be satisfied, and (ii) the execution of the Closing Confirmation shall not limit or prejudice any rights of the Parties arising under or in connection with this Agreement or under applicable law and shall not reverse the burden of proof, provided, however, that no Party shall be entitled to assert, make any claim or exercise any right, including withdrawal or rescission rights, based upon the argument that the Closing Conditions pursuant to Sections 11.1.2 or 11.1.3 have not been satisfied and these Closing Conditions shall be deemed finally satisfied for such purposes, if the Closing Confirmation has been executed by both Partieslaw.