Completion is conditional on Clause Samples

The 'Completion is conditional on' clause defines that the finalization of a transaction or agreement is dependent upon the fulfillment of specified conditions. In practice, this means that certain requirements—such as regulatory approvals, delivery of documents, or satisfaction of due diligence—must be met before the parties are obligated to complete the deal. This clause ensures that both parties are protected from being forced to proceed if key prerequisites are not satisfied, thereby managing risk and providing a clear framework for when completion can occur.
Completion is conditional on. 2.1.1 the Court making an order confirming the repayment to Marconi out of Ultramast's capital of the MARCONI REDUCTION AMOUNT and any condition or undertaking imposed by the Court in that order being satisfied, no later than 15th February, 2003 or such later date as Marconi and RTS may agree, such agreement not to be unreasonably withheld or delayed; and 2.1.2 the Consent Order having been sealed by the Court, no later than 28th February, 2003, or such later date as Marconi and RTS may agree, such agreement not to be unreasonably withheld or delayed.
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Completion is conditional on. (1) the passing of the ordinary resolution(s) by the Independent Shareholders at the EGM approving this Agreement and the allotment and issue of the Subscription Shares by the Company (including the Specific Mandate); (2) the passing of an ordinary resolution by the Independent Shareholders at the EGM approving the Whitewash Waiver; (3) the Executive having granted the Whitewash Waiver and the satisfaction of any condition attached to the Whitewash Waiver granted, and the Whitewash Waiver not being revoked; (4) the Stock Exchange having granted the approval for the listing of, and permission to deal in, the Subscription Shares, and such approval not being revoked; (5) the compliance with the applicable requirements under the Listing Rules by the Company; and (6) all necessary consents, approvals, authorisations, waivers, or grant in accordance with any applicable laws, regulations or the articles of association to be obtained on the part of the Subscriber and its shareholders or on the part of the Company in respect of the Subscription and the transactions contemplated hereunder having been obtained and such consents, approvals, authorisations, waivers and grant not having been revoked prior to Completion.
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Completion is conditional on a. the Framework Agreement being signed by AF and KL; and b. the honouring (gestanddoening) of the Exchange Offer.
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Completion is conditional on. (A) the Warranties being true, accurate and correct in all respects and not misleading in any respect at, and as if made on, the Completion Date; (B) the Issuer shall have performed all agreements, obligations, covenants herein required to be performed or observed by the Issuer on or prior to the Completion Date in all material respects; (C) since the date of this Agreement, (i) no applicable laws shall have been promulgated or enacted that materially delays or makes illegal the performance of this Agreement, (ii) no applicable injunction, restraining order or order of similar nature by a Governmental Authority that materially delays or makes illegal the performance of this Agreement shall be effective and (iii) no applicable Governmental Authority shall have instituted any claim, suit, action, arbitration, investigation or other legal or administrative proceeding against or affecting the Issuer that seeks to materially delay or make illegal the performance of this Agreement; (D) all issued Shares remaining listed on, and not having been withdrawn from, the Stock Exchange and save for (i) any trading halts, (ii) any temporary suspension of not more than ten consecutive Trading Days,
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Related to Completion is conditional on

  • Work Conditions The Contractor agrees to accept sole responsibility to comply with all federal, provincial and municipal legislation which may have application to the Work and agrees to comply with all provincial and federal legislation affecting conditions of work and wage rates including the Employment Standards Act R.S.P.E.I. 1988, Cap. E-6.2, the Workers Compensation Act R.S.P.E.I. 1988, Cap. W-7.1, or any other laws that impose obligations in the nature of employers’ obligations. The Contractor agrees to follow the Public Service Commission Human Resource Policies 9.05 Violence in the Workplace Policy; 9.08 Drug, Alcohol, and Medication Policy, and 11.01 Policy for the Prevention and Resolution of Harassment in the Workplace while working on Government sites, in Government vehicles or alongside Government staff. The Contractor agrees to accept the full cost of doing those things required under this paragraph and will not charge or seek reimbursement from the Owner in any way, such costs having been taken into consideration and included in the rates of payment stipulated in this Agreement.

  • As-Is Condition SUBJECT TO, AND WITHOUT IN ANY WAY LIMITING, THE REPRESENTATIONS AND WARRANTIES OF ANY SELLER EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY OTHER EXPRESS OBLIGATION OF SELLERS PURSUANT TO THE TERMS HEREOF, AND ACKNOWLEDGING THE PRIOR USE OF THE PROPERTY AND PURCHASER’S OPPORTUNITY TO INSPECT THE PROPERTY, PURCHASER AGREES TO PURCHASE THE PROPERTY “AS IS”, “WHERE IS”, WITH ALL FAULTS AND CONDITIONS THEREON. ANY WRITTEN OR ORAL INFORMATION, REPORTS, STATEMENTS, DOCUMENTS OR RECORDS CONCERNING THE PROPERTY PROVIDED OR MADE AVAILABLE TO PURCHASER, ITS AGENTS OR CONSTITUENTS BY ANY SELLER, ANY SELLER’S AGENTS, EMPLOYEES OR THIRD PARTIES REPRESENTING OR PURPORTING TO REPRESENT ANY SELLER, SHALL NOT BE REPRESENTATIONS OR WARRANTIES, UNLESS SPECIFICALLY SET FORTH HEREIN. IN PURCHASING THE PROPERTY OR TAKING OTHER ACTION HEREUNDER, PURCHASER HAS NOT AND SHALL NOT RELY ON ANY SUCH DISCLOSURES, BUT RATHER, PURCHASER SHALL RELY ONLY ON PURCHASER’S OWN INSPECTION OF THE PROPERTY AND THE REPRESENTATIONS AND WARRANTIES HEREIN. PURCHASER ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS AND TAKES INTO ACCOUNT THAT THE PROPERTY IS BEING SOLD “AS IS”.

  • Vendor’s Conditions The Vendor shall not be obligated to complete the Transaction unless, at or before the Closing Time, each of the conditions listed below in this section has been satisfied, it being understood that the said conditions are included for the exclusive benefit of the Vendor: (a) The representations and warranties of YC in this Agreement shall be true and correct on the Closing Date. (b) YC shall have performed and complied with all of the terms and conditions in this Agreement and the Payment Undertaking on its part to be performed or complied with on or before the Closing Date. (c) As evidence of the satisfaction of the conditions in sections 7.1 (a) and (b), YC shall deliver to the Vendor at the Closing Time a certificate of YC confirming the matters in sections 7.1 (a) and (b) and to the effect that as of the Closing Time all other conditions set forth in this section have been satisfied. The certificate shall be signed by two senior executive officers of YC acceptable to the Vendor, acting reasonably. Notwithstanding the foregoing, the receipt of such certificate and the completion of the Transaction shall not constitute a waiver (in whole or in part) of, or have the effect of modifying or qualifying in any way, any of the representations and warranties of YC made in or pursuant to this Agreement, each of which shall survive the Closing and remain in full force and effect for the benefit of the Vendor as provided in Article 9. (d) YC and the Buyer shall have delivered to the Vendor a legal opinion from counsel acceptable to the Vendor, acting reasonably, and in form and content satisfactory to the Vendor subject to reasonable qualifications, as to the due incorporation and organization of YC and the Buyer, the corporate power and authority of YC and the Buyer, the receipt of all necessary approvals by YC and the Buyer and the enforceability of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement as against YC and the Buyer and the non-conflict of this Agreement, the Payment Undertaking and the Covenant Escrow Agreement with respect to the constating documents of YC and the Buyer and any Applicable Laws. (e) The Vendor Regulatory Approval shall have been granted, obtained and received unconditionally or on terms satisfactory to the Vendor, acting reasonably. (f) No Order shall have been made and no Legal Proceeding shall have been commenced or shall be pending or threatened against the other Party or its affiliates or which enjoins, restricts or prohibits, or which asserts a claim or seeks a remedy that would have the effect of enjoining, restricting or prohibiting the completion of the Transaction. If any condition in this section has not been fulfilled on or before the Closing Date or if any such condition is or becomes impossible to satisfy, other than as a result of the failure of the Vendor to comply with its obligations under this Agreement, then the Vendor in its sole discretion may, without limiting any rights or remedies available to the Vendor at law or in equity, either terminate this Agreement by written notice to YC, in which case the provisions of sections 2.5(c)(iii), (iv) or (v) shall be applicable, or waive compliance with any such condition without prejudice to its right of termination in the event of non-fulfilment of any other condition.

  • Service Conditions Customer acknowledges that in the event of a service issue, Customer is responsible for on-site cooperative testing with LightEdge Technical Support to assist in the diagnosis of the trouble. Customer agrees to be bound to current terms of LightEdge Acceptable Use Policy. Terms of the Acceptable Use Policy are subject to change without notice. Current Acceptable Use Policy can be found here: ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇/legal Customer agrees that any service complaints including concerns regarding level of support, products, service reliability, or any other concerns related to LightEdge or Services being provided by LIghtEdge will be communicated to LightEdge by sending an email to ▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇.

  • Delivery Conditions Each delivery of the Goods shall be accompanied with a delivery note, which shall be confirmed by both Parties upon handover and takeover of the Goods, and shall be used as the Goods handover protocol. The delivery note shall contain: identification data of the Seller and the Buyer, the number and date of issue of the Delivery Note, position/serial number according to the Contract; contract number; Material code according to IS in STC format; the number of the supplied units without defects with a divided according to individual types, the number of delivered pieces of defective Prelaminates according to paragraph 5 of this article, the total number of Prelaminates delivered, place and date of handover and acceptance (hereinafter the "delivery note") The Seller shall notify the Buyer to the e-mail address: ▇▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇ the expected date and time when the Goods will be delivered to the Buyer's address, at least 2 working days before the day of dispatch from the Seller's plant. In the event that the Seller uses a carrier that allows you to monitor the status of the delivery, the Seller will also send the Buyer the number of the bill of lading. The Seller shall immediately inform the Buyer about expected failure to arrive on time in order to solve this situation. The Seller shall deliver the Goods on business days and during the Buyer's regular working hours, i.e. between 6:00 a.m. and 2:00 p.m., unless stipulated otherwise by the Buyer. Outside these hours, it is only possible to receive Goods following a previous agreement made over the phone between the Seller and the Buyer's representative stated in this Contract. Within a single delivery must not content: a) the number of defective Prelaminates higher than 2% of the total number of Prelaminates delivered, b) no sheet in the format of 3x7 positions, on which the number of defective Prelaminates will be greater than 2, Within one partial delivery, the tolerance of the number of delivered Prelaminates is +/- 3% of the ordered number of Prelaminates. The Seller undertakes to provide the subject of performance for transport and subsequent storage in a manner that is usual for this type of subject of performance in business relations so as to ensure the preservation, protection and quality of the subject of performance. Each delivered consignment will be properly marked with the indication of the subject of performance, the manufacturer and information about its weight. The performance of the Seller is considered fulfilled if it is delivered on time and properly, i.e. free of any defects in quantity in accordance with the agreement of the Parties under paragraph 6 of this article, quality or legal defects, including accompanying written documents. The ownership title to the Goods supplied on the basis of this Contract shall pass on the Buyer at the moment of takeover of the Goods, i.e. at the moment the handover protocol for the Goods (delivery note) is signed by the Buyer. The risk of damage to the Goods shall pass to the Buyer at the same moment.