CONDITIONS ON CLOSING Sample Clauses

The "Conditions on Closing" clause defines the specific requirements that must be satisfied before the finalization of a transaction, such as a merger, acquisition, or sale. These conditions may include obtaining regulatory approvals, securing third-party consents, or ensuring that certain representations and warranties remain true up to the closing date. By clearly outlining these prerequisites, the clause ensures that both parties are protected from unforeseen issues and that the transaction only proceeds when all agreed-upon standards are met, thereby reducing the risk of disputes or incomplete transfers.
CONDITIONS ON CLOSING. We acknowledge and agree that, as the offering of the Units will not be qualified by a prospectus, the offering is subject to the condition that we execute and return to the Corporation, as applicable, all relevant documentation required by this subscription agreement, applicable securities legislation, regulations, rules and policies and applicable stock exchange rules. We agree to: (i) provide the Corporation with such information and documents, including certificates, statutory declarations and undertakings, as the Corporation may reasonably require from time to time to comply with any filing or other requirements under applicable securities legislation, regulations, rules and policies and applicable stock exchange rules; and (ii) comply with the provisions of any applicable securities legislation, regulations, rules and policies and applicable stock exchange rules concerning any resale of the Units and the Common Shares issuable upon the exercise of the Warrant.
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CONDITIONS ON CLOSING. 5.1 The Purchaser's obligation to purchase the Shares is subject to the conditions that the purchase of the Shares by the Purchaser from the Vendor is exempt from the registration requirements and prospectus filing requirements under applicable Securities Laws. 5.2 If any of the conditions contained in Section 5.1 shall not be performed or fulfilled at or prior to the time of Closing to the satisfaction of the Party benefiting from the condition, acting reasonably, such Party may, by notice to the other Party, terminate this Agreement and the obligations of the Parties under this Agreement. Any such condition may be waived in whole or in part by the Party benefiting from the condition without prejudice to any claims it may have for breach of covenant, representation or warranty.
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CONDITIONS ON CLOSING. 7.01 The Purchaser shall not be obliged to complete the transaction herein provided for unless, at the Time of Closing, each of the following conditions shall have been satisfied, it being understood that the said conditions are included for the exclusive benefit of the Purchaser and may be waived by the Purchaser in whole or in part, in writing at any time; and the Vendor shall use his best efforts to ensure that such conditions are fulfilled on or before the Time of Closing: (a) the representations and warranties set forth in paragraph 6.01 shall be true and correct in all material respects at the Time of Closing as if such representations and warranties were made at the Time of Closing and a certificate, duly executed by the Vendor, evidencing same shall have been delivered to the Purchaser on closing; (b) all of the terms, covenants and agreements set forth in this Agreement to be complied with or performed by the Vendor on or before the Time of Closing shall have been complied with or performed by the Vendor on or before the Time of Closing; (c) the Vendor shall deliver to the Purchaser possession of the Purchased Assets; (d) the Vendor shall deliver to the Purchaser a duly executed B▇▇▇ of Sale and such other assignments or title documents necessary to properly sell, transfer, assign and convey the Purchased Assets to the Purchaser; (e) the Vendor shall deliver to the Purchaser such other documents, materials, or assurances necessary to give effect to the transactions contemplated by the terms of this Agreement; and (f) the Vendor shall deliver to the Purchaser an indemnity duly executed by the Vendor with respect to any loss suffered by the Purchaser as a result of any breach of any representation, warranty or covenant contained in this Agreement on the part of the Vendor, such indemnity to be in a form reasonably acceptable to the solicitor for the Purchaser. 7.02 The Vendor shall not be obliged to complete the transaction herein provided for unless, at the Time of Closing, each of the following conditions shall have been satisfied, it being understood that the said conditions are included for the exclusive benefit of the Vendor and may be waived by the Vendor in whole or in part, in writing at any time; and the Purchaser shall use its best efforts to ensure that such conditions are fulfilled on or before the Time of Closing: (a) the representations and warranties set forth in paragraph 6.02 shall be true and correct in all material respect at the ...
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CONDITIONS ON CLOSING. 5.1 The Purchaser's obligation to purchase the Purchased Shares and the Option Shares is subject to the conditions that: (a) the purchase of the Purchased Shares and the Option Shares by the Purchaser from the Vendor is exempt from the registration requirements and prospectus filing requirements under applicable Securities Laws; (b) the Option Agreement shall have been executed and delivered on or prior to the Closing Date; and (c) each of the representations and warranties under Sections 3.1 and 3.3 continues to be true and correct as of the Closing Date. 5.2 If any of the conditions contained in Section 5.1 shall not be performed or fulfilled at or prior to the time of Closing to the satisfaction of the Party benefiting from the condition, acting reasonably, such Party may, by notice to the other Party, terminate this Agreement and the obligations of the Parties under this Agreement. Any such condition may be waived in whole or in part by the Party benefiting from the condition without prejudice to any claims it may have for breach of covenant, representation or warranty.
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Related to CONDITIONS ON CLOSING

  • Conditions of Closing The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

  • Satisfaction of Closing Conditions The Vendors agree to use their best efforts to ensure that the conditions set forth in Section 5.1, and the Purchaser agrees to use its best efforts to ensure that the conditions set forth in Section 5.3, are fulfilled at or prior to the Closing Time.

  • Conditions to the Closing On or before the Closing Date, the Seller shall deliver or cause to be delivered to the Trust Depositor each of the documents, certificates and other items as follows: (a) The List of Contracts, certified by the Chairman of the Board, President or any Vice President of the Seller together with an Assignment substantially in the form attached as Exhibit A hereto. (b) A certificate of an officer of the Seller substantially in the form of Exhibit B hereto. (c) An opinion of counsel for the Seller substantially in form and substance reasonably satisfactory to the Underwriters (and including as an addressee thereof each Rating Agency). (d) A letter or letters from Ernst & Young LLP, or another nationally recognized accounting firm, addressed to the Seller, the Trust Depositor and the Underwriters and stating that such firm has reviewed a sample of the Contracts and performed specific procedures for such sample with respect to certain contract terms and identifying those Contracts which do not so conform. (e) Copies of resolutions of the Board of Directors of the Seller or of the Executive Committee of the Board of Directors of the Seller approving the execution, delivery and performance of this Agreement and the transactions contemplated hereunder, certified in each case by the Secretary or an Assistant Secretary of the Seller. (f) Officially certified recent evidence of due incorporation and good standing of the Seller under the laws of Nevada. (g) A UCC financing statement naming the Seller as debtor, naming the Trust Depositor and the Trust as assignor secured parties, naming the Indenture Trustee as secured party and identifying the Contract Assets as collateral, in proper form for filing with the appropriate office in Nevada; a UCC financing statement naming the Trust Depositor as debtor, naming the Trust as assignor secured party, naming the Indenture Trustee as secured party and identifying the Trust Corpus as collateral, in proper form for filing with the appropriate office in Nevada; and a UCC financing statement naming the Trust as debtor, naming the Indenture Trustee, as secured party and identifying the Collateral as collateral, in proper form for filing with the appropriate office in Delaware. (h) An Officer’s Certificate from the Seller certifying that the Seller, on or prior to the Closing Date, has indicated in its computer files, in accordance with its customary standards, policies and procedures, that the Contracts have been conveyed to the Trust Depositor pursuant to this Agreement. (i) The documents, certificates and other items described in Section 2.02 of the Sale and Servicing Agreement, to the extent not already described above.

  • Waiver of Closing Conditions Upon the occurrence of the Closing, any condition set forth in this Article V that was not satisfied as of the Closing shall be deemed to have been waived as of the Closing for the applicable Transferred Asset.

  • Conditions Precedent to the Closing The obligations of each Noteholder to consummate the transactions contemplated by the Transaction Documents are subject to the satisfaction or waiver by the Required Noteholders on the Closing Date of each of the following conditions precedent: (a) The Noteholders or their counsel shall have received a notice of closing (the “Notice of Closing”) in the form of Schedule 7.2(a) at least five Business Days prior to the Closing, or such shorter period as the Company and the Required Noteholders shall agree. (b) The Company shall have duly issued and delivered to such Noteholder or their counsel, in accordance with ARTICLE II, the Amended Notes and New Warrants to be delivered to such Noteholder at the Closing. (c) Each of the Transaction Documents shall be in full force and effect and no term or condition thereof shall have been amended, waived or otherwise modified without the prior written consent of the Required Noteholders. (d) The representations and warranties of the Company set forth in ARTICLE V shall be true and correct as of the Closing with the same effect as though such representations and warranties had been made on and as of the Closing (except where any such representation and warranty speaks by its terms as of a different date, in which case it shall be true and correct as of such date), and such Noteholder shall have received a certificate signed on behalf of the Company by an officer of the Company to such effect. (e) The Company shall have performed all obligations required to be performed by it at or prior to the Closing under the Transaction Documents to which it is a party, and such Noteholder shall have received a certificate signed on behalf of the Company by an officer of the Company to such effect. (f) No Default or Event of Default shall have occurred and be continuing. (g) There is not any litigation or proceeding pending or threatened which seeks to restrain or invalidate the transactions contemplated by this Agreement. (h) The Company shall have delivered, or caused to be delivered, to the Noteholders or their counsel, all such other documents and agreements reasonably requested by the Noteholders in connection with the consummation of the transactions contemplated by this Agreement.