Closing Date and Conditions Clause Samples

The "Closing Date and Conditions" clause defines the specific date on which the final transfer of ownership or completion of a transaction will occur, as well as the requirements that must be satisfied before this can happen. Typically, this clause outlines prerequisites such as regulatory approvals, delivery of necessary documents, or fulfillment of contractual obligations by both parties. Its core function is to ensure that all parties are aware of the timeline and the essential steps that must be completed, thereby reducing uncertainty and preventing disputes about when and how the transaction will be finalized.
Closing Date and Conditions. Notwithstanding clause 10.1, if a Governmental Entity requires that Closing (or closing of the sale of any of the DivestCo Shares) must be completed on or by a certain date after the Unconditional Date then Closing shall take place on the Business Day immediately prior to such date and such date 00:00 hours local time in the respective jurisdiction shall be the Financial Closing Date.
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Closing Date and Conditions. Notwithstanding clause 9.1, if a Governmental Entity or applicable law requires that Closing (or closing of the sale of any of the DivestCo Shares) must be completed on or by a certain date after the Unconditional Date in connection with the completion of the transaction contemplated by the BCA or related merger clearance approvals then Closing shall (subject to the Closing Conditions being satisfied or waived) take place on the Closing Business Day immediately prior to such date, provided, that Sellers have to notify Purchaser at least five (5) Business Days in advance of such request and such date 00:00 hours local time in the respective jurisdiction shall be the Financial Closing Date. Sellers will inform the Purchaser at least ten (10) Business Days in advance of the expected occurrence of the Closing Date.
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Closing Date and Conditions. Closing under this MOU and the delivery of the Deeds and any necessary plans shall be delivered to the respective Parties at the Nantucket County Registry of Deeds no later than thirty (30) days following the Land Trust’s receipt of all required approvals by the Land Court of the Land Court Plan and Deed of the Macy Road Parcel, but no later than six (6) months after the execution of this MOU. The Land Trust agrees that it shall be solely responsible, at its cost and expense, for the survey and preparation of the Land Court Plan and Deed of the Macy Road Parcel for approval by the Land Court and any related work related thereto. It is agreed that time is of the essence of this agreement.
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Closing Date and Conditions. The closing for the delivery of the Deeds and other instruments contemplated by this Agreement and payment of the balance of the Purchase Price in accordance with the provisions of Paragraph 3 (“Closing”) shall be not more than sixty (60) days following the expiration of the Option Period (the “Closing Date”). The Closing shall be held at the Title Company. Purchaser shall pay all of the closing costs associated with this transaction. Purchaser shall also be responsible for the LDA’s attorneys’ fees and other costs of the transacton in connection with the sale, including but not limited to costs related to any lot split or land survey, which shall be paid by the Closing Date.
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Closing Date and Conditions. 12 5.2. DELIVERIES BY HENKEL...............................................12 5.3.
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Closing Date and Conditions. The closing for the delivery of the Deeds and other instruments contemplated by this Agreement and payment of the balance of the Purchase Price in accordance with the provisions of Paragraph 3 (“Closing”) shall be not more than ninety (90) days following Purchaser’s exercise of the Option and LCPA’s exercise of its option, as well as the satisfaction or written waiver of all contingencies stated in this Agreement, including but not limited to the Conditions described in Section 11 and hereinbelow (the “Conditions”)(the “Closing Date”). The Closing shall be held at the Title Company. Wickliffe shall pay the following closing costs: a) the conveyance fee associated with the recording of the Deeds at Closing; b) the costs of the title examination/commitment; c) one-half (½) of the escrow fee and any other closing costs not specifically delineated herein. Purchaser shall pay the following closing costs: x) the costs of recording the Deeds and any mortgage(s); y) one half (½) of the escrow fee and any other closing costs not specifically delineated herein; z) the costs of the owner’s title policy, lender’s title policy (if any), and any endorsements thereto. Each party shall bear its own attorneys’ fees and other costs of the transaction.
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Closing Date and Conditions. Subject to Articles XI and XII hereof, the closing of the transactions provided for in the Transaction Documents (the "Closing") shall take place at Henkel's offices in Dusseldorf, at 11:00 a.m., local time, ▇▇ ▇▇▇ later of (a) January 2, 2002, or (b) the fifth (5th) business day following the satisfaction of or waiver of all of the closing conditions set forth in Articles XI and XII hereof, or at such other location or time as the parties hereto may agree (the "Closing Date").
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Related to Closing Date and Conditions

  • Closing Date and Place 15. Closing shall take place at the office of at o’clock on , 20 or, upon reasonable notice (by telephone or otherwise) by Purchaser, at the office of

  • Closing Date and Option Closing Date Opinions of Counsel On the Closing Date and the Option Closing Date, if any, the Representative shall have received the favorable opinions and negative assurance statements of Ellenoff ▇▇▇▇▇▇▇▇ & Schole LLP, dated the Closing Date or the Option Closing Date, as the case may be, addressed to the Representative as representative for the several Underwriters and in form and substance satisfactory to the Representative and GM.

  • Post-Closing Conditions On or before each of the dates specified in this Section 4.3 (unless a longer period is agreed to by the Administrative Agent in writing), the Borrower shall satisfy each of the following items specified in the subsections below:

  • Conditions to the Closing Date The obligation of each Lender to make its initial Loans hereunder is subject to satisfaction of the following conditions precedent to the Administrative Agent satisfaction: (a) The Administrative Agent receipt of the following, each of which shall be originals or facsimile or other electronic image transmission (e.g., “PDF” or “TIF” via electronic mail) (followed promptly by originals) unless otherwise specified, each properly executed by a member of the Senior Management of the signing Credit Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) (A) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Credit Parties, and (B) executed counterparts of each Security Document sufficient in number for distribution to the Administrative Agent and the Credit Parties, and an executed Note for each Lender who requests a Note; (ii) an officer’s certificate of each Credit Party executing a Loan Document, (A) certifying and attaching true, correct and complete copies of: (1) the certificate of formation, certificate of incorporation, articles of incorporation (or such equivalent thereof) of such Credit Party, and, where applicable, certified as of a recent date from the Secretary of State (or applicable Governmental Authority) of the jurisdiction in which such Credit Party is incorporated or formed, (2) the by-laws, limited liability company agreement, articles of association, partnership agreement or other applicable Governing Document of such Credit Party, and (3) the resolutions or votes of the board of directors or board of managers or partners (or equivalent thereof) of such Credit Party, authorizing such Credit Party’s entry into the Loan Documents to which it is a party; and (B) certifying the incumbency of members of the Senior Management of such Credit Party authorized to act in connection with this Agreement and the other Loan Documents to which such Credit Party is a party and providing a specimen signature of such members of the Senior Management of such Credit Party who will be signing Loan Documents on the Closing Date and thereafter; (iii) such documents and certifications as the Administrative Agent may require to evidence that each Credit Party executing a Loan Document is validly existing and in good standing (where applicable) in its jurisdiction of incorporation or formation, as applicable; (iv) a favorable legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, special New York counsel to the Credit Parties, addressed to the Administrative Agent and each Lender, as to matters concerning the Credit Parties and the Loan Documents as the Administrative Agent may reasonably request; and (v) a certificate of a member of the Senior Management of the Borrower certifying that (1) the condition specified in Sections 4.02(b) has been satisfied, (2) there has been no event or circumstance since December 31, 2023 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (3) all consents, licenses, and approvals required in connection with the execution, delivery and performance by each Credit Party and the validity against each Credit Party of the Loan Documents to which such Credit Party is a party have been obtained. (b) The Administrative Agent shall have received duly executed Agency Account Agreements, signed by each of the applicable parties thereto, for each deposit account or securities account required to be subject to an Agency Account Agreement pursuant to the terms of Section 6.16 hereof.

  • ADDITIONAL SPECIAL CONTRACT CONDITIONS Special Contract Conditions revisions: the corresponding subsections of the Special Contract Conditions referenced below are replaced in their entirety with the following: