Condition to Closing Clause Samples
A Condition to Closing clause defines specific requirements or events that must be satisfied before a transaction, such as a merger or acquisition, can be finalized. These conditions may include regulatory approvals, completion of due diligence, or the absence of material adverse changes affecting the parties involved. By setting clear prerequisites for closing, this clause ensures that both parties are protected and that the transaction only proceeds when all agreed-upon standards are met, thereby reducing the risk of unforeseen issues after the agreement is executed.
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Condition to Closing. Buyer acknowledges and agrees that the Closing is contingent upon the closing of the IPO, and that if, for whatever reason, the IPO is not completed, the Company shall not be obligated to issue and sell the Restricted Shares and Buyer shall not be required to purchase the Restricted Shares and this Agreement may be terminated in accordance with Section 5(k) below.
Condition to Closing. (i) EBOF shall have obtained from the Issuer or its agents the Exchanged Notes in such name as the Investor shall request.
(ii) The Issuer shall have executed and delivered to the Investor the Notice and Acknowledgment of Transfer of Securities attached hereto as Exhibit A agreeing to be bound by all of the provisions contained therein.
(iii) The representations and warranties of the EBOF 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 that time (except for representations and warranties that speak as of a specific date), and the EBOF 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 EBOF at or prior to the Closing Date.
Condition to Closing. It is expressly agreed by the parties that the closing of the transactions contemplated by this Agreement is conditional upon the Corporation entering into one or more definitive written agreements with one or more third parties or affiliates of the Investor or the Company to purchase the Corporation's Common Stock on, or before, the Closing, the purchase price(s) of which when combined with the Purchase Price of the Shares purchased by the Investor hereunder, will equal at least U.S.$500,000 in the aggregate. In the event that the foregoing condition is not satisfied on, or before, the date of the Closing, the Closing shall not occur and this Agreement shall automatically terminate without obligation or liability of either party.
Condition to Closing. In addition to the other conditions to Buyer's and Seller's obligations to close specified in SECTIONS 9 AND 10 hereof, and notwithstanding any other term or provision hereof, each of Buyer and Seller shall have the right to terminate this Agreement and refrain from consummating the transactions contemplated hereby without liability if the aggregate amounts payable to Seller pursuant to SECTION 2.1.1(b) (and subject to the terms of SECTION 3.
2.1) are insufficient to pay, satisfy or otherwise discharge in full the Closing Date Liabilities, as set forth in Schedule 3.2.1 (and as further reduced pursuant to signed and completed Renegotiated Debt Agreements).
Condition to Closing. The obligation of either party to proceed with the closing contemplated hereby shall be expressly conditioned on the absence of any judgment, injunction, judicial order or decree binding upon a party hereto that would prohibit such party from consummating the transactions contemplated hereby or any pending action, suit or proceeding which challenges the validity or legality of the transactions contemplated hereby or seeks damages in connection therewith, provided that a failure of this condition shall not be asserted by a party if such failure is the direct or indirect result of such party’s breach of any representation or warranty contained in Article II or Article III, as applicable.
Condition to Closing. (a) Notwithstanding anything to the contrary in this Agreement, the obligation of Seller to consummate the sale and purchase of the Option Shares contemplated hereby is subject to satisfaction of each of the following conditions:
(i) The Board of Directors of Seller shall have approved the sale of the Option Shares on or before the Closing Date.
(ii) The representations and warranties of Purchaser in this Agreement shall be true and complete in all material respects on and as of the Closing Date.
(b) Notwithstanding anything to the contrary in this Agreement, the obligations of Purchaser to consummate the sale and purchase of the Option Shares contemplated hereby are subject to the condition that the representations and warranties made by Seller in this Agreement shall be true and complete in all material respects on and as of the Closing Date.
Condition to Closing. (a) Buyer shall have until 5:00 p.m. (Phoenix, Arizona time), December 22, 2003 (the "Condition Date") to perform such investigations regarding each of the Premises, including, without limitation, the condition of each of the Premises, the zoning of each of the Premises, the suitability of each of the Premises for Buyer's intended use, and to determine that each of the Premises is satisfactory to Buyer in Buyer's sole discretion (the "Condition"); provided, however, Buyer shall provide Seller, within five (5) business days of Buyer's receipt thereof, a copy of any environmental report, survey, study, investigation and any written conclusions disclosed in connection with such environmental studies and/or reports conducted with respect to any of the Premises. Notwithstanding the foregoing, in no event shall Buyer be permitted to conduct any Phase II environmental investigation on the Premises without Seller's prior written consent, which consent may be granted or withheld in Seller's sole and absolute discretion. Buyer shall and does hereby agree to repair any damage to the Premises resulting from any of the foregoing investigations and inspections and to indemnify, defend, protect and hold harmless Seller for, from and against any and all liabilities, claims, losses, costs, damages and expenses, including but not limited to court costs and attorneys' fees, which may be incurred by Seller as a result of the inspections or investigations conducted by Buyer and Buyer's agents, employees or contractors. Such indemnity shall expressly include, without limitation, all environmental conditions caused by Buyer. The foregoing indemnity shall survive the Closing or any termination of this Agreement. Buyer's obligation to purchase each of the Premises shall be contingent upon its satisfaction or waiver of the Condition prior to the Condition Date with respect to such Premises. Buyer will use its good faith best efforts to satisfy the Condition on or before the Condition Date. If Buyer fails to notify Seller in writing that the Condition has not been satisfied or waived prior to the Condition Date, then the Condition shall conclusively be deemed satisfied or waived, the Earnest Depos▇▇ ▇▇▇ll be deemed non-refundable, and the parties shall proceed with the consummation of the transaction contemplated herein. If Buyer advises Seller in writing prior to the Condition Date that the Condition with respect to any of the Premises has not been satisfied or waived, or in the ev...
Condition to Closing. The Closing shall be subject to satisfaction of the condition that (i) the representations and warranties of (a) the Seller contained in Section 7 hereof, and (b) the Purchaser contained in Section 8 hereof, are true and correct and shall be true and correct as of the Closing Date; the Seller shall have delivered to the Purchaser the items required by Section 4 hereof; (c) the Purchaser shall have delivered to Seller the items required by Section 5 hereof; and (d) the Purchaser and Seller shall have performed and complied with all agreements and conditions required by this Agreement to be performed and complied with by such party prior to or as of the Closing Date.
Condition to Closing. The closing is Subject to satisfaction of the conditions that the representations and warranties of the Sellers and the Purchaser contained herein are true and correct and will be true and correct as of the Closing; the Sellers will have delivered to the Purchaser the items required and the purchaser will have delivered to Seller the items required and the Purchaser and Sellers will have performed and complied with all agreements and conditions required by this Agreement to be performed and complied with by such party prior to or as of the Closing.
Condition to Closing. The effectiveness of this Agreement is subject -------------------- to the following conditions:
(a) Administrative Agent shall have received, on or before the Closing Date, all of the following documents, in form and substance reasonably satisfactory to Administrative Agent and Majority Banks: