Condition Precedent to Completion Clause Samples

A Condition Precedent to Completion is a contractual provision that requires certain specified events or actions to occur before the parties are obligated to finalize the transaction or agreement. In practice, this might include obtaining regulatory approvals, securing financing, or fulfilling due diligence requirements before the closing date. The core function of this clause is to protect the parties by ensuring that all critical prerequisites are satisfied before they are legally bound to complete the deal, thereby reducing the risk of unforeseen issues arising after commitment.
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Condition Precedent to Completion. Unless a Condition Precedent has been waived by the Purchaser in accordance with clause 3.3, the Purchaser's obligation to complete the purchase of the Property and the Chattels is subject to the prior satisfaction of that Condition Precedent.
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Condition Precedent to Completion. 2.2.1 The obligations of the Parties to complete the sale and purchase of the Shares under this Agreement are conditional on the receipt by one or both of the Parties of the Governmental Approval (the “Condition”). 2.2.2 The Purchaser shall use its best endeavours to obtain fulfilment of the Condition, and Purchaser shall notify the Seller in writing when the Condition has been fulfilled. The Seller shall use reasonable endeavours to support the Purchaser’s endeavours to obtain fulfilment of the Condition 2.2.3 Until the fulfilment of the Condition, the transfer of the Shares shall not be effected and the Seller shall maintain full ownership of such Shares. 2.2.4 If the Condition is not fulfilled within one (1) year within the date hereof this Agreement shall automatically terminate and any obligations executed by the Parties shall be restituted in order to put such Parties in their original positions as if no Agreement had been concluded. Any payments restituted shall be made exclusively in Dollars by telegraphic transfer to the account nominated by the respective Party, free of charges, discounts or set-offs. 2.2.5 When the Condition is fulfilled the Parties shall proceed to Completion in accordance with Clauses 2.3 and 2.4.
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Condition Precedent to Completion. Completion is conditional on the preparation and delivery of the Accounts to the Purchaser (the Condition Precedent).
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Condition Precedent to Completion. 5.1. Completion shall be subject to and conditional upon the approval of the Disposal by the independent shareholders (as defined in the Listing Rules) of the Guarantor in accordance with the Listing Rules. 5.2. The Vendor shall use all its reasonable endeavours to procure the fulfilment of the Condition on or before the Long Stop Date. 5.3. Neither the Vendor nor the Purchaser may waive the Condition. 5.4. In the event that the Condition is not fulfilled on or before Long Stop Date, this Agreement shall terminate and save for this Clause 5.4 and Clauses 9A.4, 11 to 16, be of no further effect and force. Upon such termination, the Vendor shall return the Deposit to the Purchaser (or as the Purchaser shall designate) within seven (7) Business Days without interests, and no Party shall be entitled to any rights or benefits or be under any obligations or have any liability to any other Party under or in respect of this Agreement, save for in respect of any antecedent breach.
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Condition Precedent to Completion. TERMINATION 3.1 Condition precedent to the Parties’ obligation to complete The obligations of the Parties to complete the transactions contemplated by this Agreement, including the actions set out in Clauses 5.3 and 5.4 on the Completion Date are subject to the satisfaction, at or prior to Completion, of the Merger Control Clearance Condition. 3.2 Regulatory analysis by the Buyer The Buyer confirms that it has conducted its antitrust analysis to its satisfaction in respect of any regulatory filings required in connection with the transactions contemplated by this Agreement. If the Buyer elects not to make a filing with a Governmental Authority (whether relating to competition or otherwise) in any jurisdiction where it is determined at any time that any such filing should have taken place, such election will be at the sole risk of the Buyer and the Buyer shall bear all costs, penalties, fines and liabilities of any other nature whatsoever (in each case, whether imposed on the Buyer, the Sellers or any Group Company) resulting from not making any such filing, except for any failure to make any such filing attributable to the Sellers’ failure to provide true and accurate information to the Buyer in response to the Buyer’s or its advisors’ requests in connection with the Buyer’s analysis of the required regulatory filings.
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Condition Precedent to Completion. The implementation of this Plan of Arrangement is conditional upon the Acquisition Agreement not having been terminated in accordance with its terms.
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Condition Precedent to Completion. Except for this clause and the Continuing Clauses, performance of the obligations under this document are subject to satisfaction or waiver of the following conditions: (a) the execution by Legend of Transfer Forms in respect of the Tenements and the Environmental Authorities; (b) the execution by Legend of the Service Agreement between Legend and Paradise; and (c) the execution of employment agreements between Paradise and ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇; (d) Legend obtaining written consents to the transfer of ML 90191 and ML 90190 (as applicable) to Paradise from the following parties: (i) Real Grumpy Pty Ltd; (ii) Ernst ▇▇▇▇▇▇ ▇▇▇▇▇▇; and (iii) Bezuma Pastoral Co Pty Ltd.
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Condition Precedent to Completion. Completion of the issue and allotment of the Subscription Shares is conditional on the Investor providing a minimum of $10,000 for the Subscription Shares.
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Condition Precedent to Completion 
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Related to Condition Precedent to Completion

  • Condition Precedent The obligations of the parties to this Agreement are subject to the Receiver and the Corporation having received at or before Bank Closing evidence reasonably satisfactory to each of any necessary approval, waiver, or other action by any governmental authority, the board of directors of the Assuming Institution, or other third party, with respect to this Agreement and the transactions contemplated hereby, the closing of the Failed Bank and the appointment of the Receiver, the chartering of the Assuming Institution, and any agreements, documents, matters or proceedings contemplated hereby or thereby.

  • Condition Precedent to Requesting Payment Grantee will disburse program income, rebates, refunds, contract settlements, audit recoveries, and interest earned on such funds before requesting cash payments including any advance payments from the System Agency.

  • Conditions Precedent to Buyer’s Obligations Each and every obligation of Buyer to be performed on the Closing Date shall be subject to the satisfaction prior to or at the Closing of each of the following conditions:

  • CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE Buyer's obligation to purchase the Shares and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):

  • CONDITIONS PRECEDENT TO THE BUYER’S OBLIGATION TO PURCHASE The obligation of the Buyer hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion: a. The Company shall have executed this Agreement and delivered the same to the Buyer. b. The Company shall have delivered to the Buyer duly executed Note (in such denominations as the Buyer shall request) in accordance with Section 1(b) above. c. The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer shall have received a certificate or certificates, executed by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, but not limited to certificates with respect to the Company’s Certificate of Incorporation, By-laws and Board of Directors’ resolutions relating to the transactions contemplated hereby. d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. e. No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations. f. The Conversion Shares shall have been authorized for quotation on the OTCBB, OTCQB or any similar quotation system and trading in the Common Stock on the OTCBB, OTCQB or any similar quotation system shall not have been suspended by the SEC or the OTCBB, OTCQB or any similar quotation system. g. The Buyer shall have received an officer’s certificate described in Section 3(c) above, dated as of the Closing Date.