Condition of Closing Clause Samples
The Condition of Closing clause defines the specific requirements and circumstances that must be satisfied before a transaction can be finalized. These conditions may include obtaining regulatory approvals, securing financing, or the completion of due diligence, and they apply to both parties involved in the agreement. By clearly outlining these prerequisites, the clause ensures that both parties are protected from premature closing and that all necessary steps are completed before the transaction is legally binding.
Condition of Closing. The obligations of Buyer to wire the Purchase Price hereunder are subject to the fulfillment, at or before the Closing (except where specifically required to be fulfilled at Closing), of each of the following conditions, all or any of which may be waived in whole or in part by Buyer in its sole discretion:
Condition of Closing. The obligations of the parties hereto to consummate the transactions contemplated herein shall be subject to approval by the OTS and fulfillment or wavier (as may be applicable) of the conditions set forth in Article V of the Merger Agreement.
Condition of Closing. The obligation of Lenders to enter into this Agreement and to consummate the transactions contemplated herein shall be conditioned on (i) the prior consummation of the Exchange Agreement dated July 25, 2008 by and among the Corporation, ▇ ▇ Vision Enterprises, Inc., a Delaware corporation, and the other parties thereto; and (ii) the loan of an aggregate principal amount of no less than $800,000 by the Lenders hereunder.
Condition of Closing. On the date of Closing, unless Seller otherwise -------------------- notifies Purchaser in writing, all representations and warranties made by Seller in this Agreement shall be true and accurate, and such accuracy shall be an express condition to Purchaser's obligation to close.
Condition of Closing. Quercus' obligations hereunder shall be subject to the concurrent consummation of the Entech Acquisition. Quercus may waive this condition in its sole and absolute discretion.
Condition of Closing. The full and complete performance of this Agreement by all parties hereto shall be a condition of the Closing.
Condition of Closing. The obligation of Cathay to complete the transaction as contemplated herein shall be subject to the following conditions:
a) This Agreement has been duly executed by each of the Shareholders.
b) All representatives and warranties of the Shareholders set forth in section 3.1 shall be true and correct as at the Closing Date;
c) Torch shall have no outstanding debts or liabilities a the Closing Date;
d) Completion of due diligence by Cathay with results satisfactory to Cathay, in its absolute discretion. Torch shall provide and deliver in timely manner to Cathay any and all reasonable requests for information, documentation (including financial information) to enable Cathay complete its stated due diligence.
Condition of Closing. In addition to the right provided in Section 2.4 hereof, Cyberfast may terminate this agreement without any liability if by October 27, 1998:
(i) ▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ have not either completed sufficient gifts of common shares so that Smart has at least (150) stockholders with round lots of (100) shares or more, (which will count toward the current minimum eligibility requirement of (300) shareholders for listing on NASDAQ SmallCap Market), or entered into a written agreement to do so following closing and surrendered their common stock so that legends may be placed on their certificates restricting sales until compliance with such redistribution;
(ii) all of the "Leakout Agreements" have not been executed by the holders in the amounts reflected on Exhibit "B-1" attached hereto.
(iii) all conditions required by Section 2.3 hereof have not been fully complied with to the satisfaction of Cyberfast.
Condition of Closing. The parties hereto agree that it shall be a condition of the closing of this Agreement that prior to or contemporaneously with the closing of this Agreement:
(a) this Agreement shall be approved by the board members of the Company;
(b) the Consultant and the Company shall terminate any previously existing employment contracts or terms; and
(c) the Consultant shall execute a non-disclosure agreement with the Company.
Condition of Closing. 14.1 The respective obligations of Seller and Purchaser hereunder are expressly subject to and contingent upon the authorization of the transactions contemplated by this Agreement by The Port Commission of the Port of Houston Authority of ▇▇▇▇▇▇ County, Texas. If this condition is not satisfied, then Seller shall return to Purchaser the cashier's check, certified check or bidder's bond paid by Purchaser under the terms of Section 4.2 hereof, and thereafter neither Seller nor Purchaser shall have any further obligations or responsibilities hereunder.