Conditions Precedent and Closing Clause Samples
The "Conditions Precedent and Closing" clause defines the specific requirements that must be satisfied before a transaction can be finalized and the closing can occur. Typically, these conditions may include obtaining regulatory approvals, securing necessary 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 premature closing and that all essential steps are completed, thereby reducing the risk of disputes or incomplete transactions.
Conditions Precedent and Closing. 5.01 The following shall be additional conditions precedent to Purchaser's obligation to perform under this Agreement:
(i) At or prior to the Closing Date, Purchaser shall have received from the State of Florida Agency for Health Care Administration (the "Agency") approval of the assignment of the Assisted Living Facility License by Seller to Purchaser or the issuance of a new license by the Agency to Purchaser for the operation of the Property as an Assisted Living Facility under Chapter 400, Part III, Florida Statutes;
(ii) At or prior to the Closing Date, Purchaser shall have received from each of HUD and the Mortgagee a consent to the assumption of the Loan by Purchaser which consent shall not impose upon Purchaser any additional or further terms or conditions not presently set forth in the Loan Documents and which shall not impose any fees or expenses other than the standard processing fee of $1.50 per $1,000 of the original mortgage amount and reasonable attorney's fees incurred by HUD and/or the Mortgagee in connection with processing the application for transfer;
(iii) Intentionally Omitted;
(iv) At the Closing, the Title Insurer shall be ready, willing and able to issue the owner's policy of the title insurance described in Section 10.02 hereof;
(v) Purchaser's receipt at Closing of the Mortgagee Estoppel Certificate required pursuant to Section 6.01(viii) hereof;
(vi) There shall be no existing Seller's Defaults not previously waived in writing by Purchaser; and
(vii) All of Seller's representations and warranties contained herein and in any other written documents delivered by or on behalf of Seller pursuant to the terms of this Agreement are true and correct in all material respects when made and being true and correct as of the Closing Date. Purchaser shall diligently pursue and Seller shall use all commercially reasonable efforts in cooperating with Purchaser in order to fulfill the conditions precedent set forth in clauses (i), (ii) and (v) above by completing such requests and applications necessary to obtain such approvals and consents and the Mortgagee Estoppel Certificate. If the conditions precedent set forth in clauses (i), (ii) and (v) above are not timely satisfied the Closing Date may be extended, at Purchaser's option, by written notice to Seller, a reasonable period of time but not to exceed an additional thirty (30) days, if required to allow the foregoing conditions to be satisfied to Purchaser's satisfaction, subject to Purchas...
Conditions Precedent and Closing. 27 Section 8.1. Conditions Precedent to Initial Advance 27 Section 8.2. [Intentionally Deleted]. 28 Section 8.3. Conditions Precedent to All Advances 28 Section 8.4. Closing 29 ARTICLE IX.
Conditions Precedent and Closing. As allowed by Article 178 of the Peruvian Civil Code, the parties agree that the acquisition by PEÑOLES’ of the CONCESSIONS in the manner contemplated by clause 3 herein and the obligations undertaken by PEÑOLES resulting therefrom, is subject to the following conditions being fulfilled in all material respects in the reasonable opinion of PEÑOLES, or waived in writing by PEÑOLES:
Conditions Precedent and Closing. 6.1 The assignments of shares and transfer of assets pursuant to the Implementation Agreement and the effectiveness (Wirksamkeit) of the JV Agreement shall be subject to the Closing (as defined below).
6.2 Closing shall be subject to the conditions precedent set out in this section 6.2 having been duly fulfilled or waived:
(a) the European Commission issuing a decision under Article 6(1)(b) or Article 8(1) of Council Regulation (EC) 139/2004 (the “ECMR”), or being deemed to have done so under Article 10(6) of the ECMR, declaring the Transaction compatible with the Common Market or, in the event that the European Commission decides pursuant to Article 9(3) ECMR or Article 4(4) ECMR to refer the entire case or parts of the case to the competent authority of the relevant member state, or in the event the European Commission is deemed to have made such a decision pursuant to Article 9(5) ECMR or Article 4(4) subparagraph 4 ECMR, the Transaction being cleared by the competent authority under the applicable national merger control provisions or the Transaction being deemed to have been cleared under such national merger provisions;
(b) this Agreement not having been rescinded by either Rockwood and/or Kemira in accordance with section 11;
(c) in each case in accordance with the requirements set forth in this Agreement
(i) the stub fiscal year of JV Europe as required pursuant to the Water Business Carve-Out having been duly registered in the applicable commercial register and the Upstream Enterprise Agreement having been duly terminated to the end of the aforementioned stub fiscal year; and
(ii) the Water Business Carve-Out (including the termination of the Downstream Enterprise Agreement) having been implemented.
(d) The condition precedent under section 6.2(c) may be waived in writing jointly by Rockwood Germany and Kemira.
6.3 On the last day of the month which ends after no less than five days on which banks in Frankfurt am Main, Germany, and Helsinki, Finland, are generally open for business (“Business Days”) after the last of the conditions precedents set out in section 6.2 has been duly fulfilled or waived (or any other day after fulfilment of the conditions precedent mutually agreed), the Parties shall meet in Frankfurt at ▇▇▇▇▇▇▇▇ Chance’s offices to complete the Transaction by signing a customary closing memorandum substantially in the form of Annex 6.3 (the completion of the “Closing”, it being understood that the Transaction completes at 24.00 hours ...
Conditions Precedent and Closing. Documents.......................................................
Conditions Precedent and Closing. There are no conditions to the Closing of the Share Sale Agreement and Closing took place immediately following signing of the Share Sale Agreement.
Conditions Precedent and Closing. 2.1 The transfer of RAG's holdings in ▇▇▇▇▇▇▇▇▇ shall not take effect unless and until:
2.1.1 in response to its applications, dated February 18 and March 5, 2002, for ministerial approval, pursuant to Section 42 of the German Antitrust Act (GWB), for the merger proposals (as per the Gelsenberg notification dated August 15, 2001 and the ▇▇▇▇▇▇▇▇▇ notification dated November 9, 2001) that were vetoed by the German Federal Cartel Office, E.ON has been granted ministerial approval that is either unconditional or that is subject only to conditions of such a nature that E.ON has been able to communicate its agreement thereto in writing to RAG within four weeks after the special ministerial approval was granted, and either as of the time when all the other conditions precedent are met, no competent court has issued any ruling overturning or barring either the ministerial approval or its enforcement, or, approval has been obtained for the above-stated merger proposals by means of appeal proceedings, providing that the approval so obtained is enforceable; and
2.1.2 each of the other shareholders in ▇▇▇▇▇▇▇▇▇ has expressly waived its right of first option or, in response to the offer for the sale of RAG's holdings in ▇▇▇▇▇▇▇▇▇ made by BG and EBV to their co-shareholders in ▇▇▇▇▇▇▇▇▇ as per clause 5.1 hereof, has, in accordance with Section 21(1) of ▇▇▇▇▇▇▇▇▇'▇ Bylaws, given written notice that it does not intend to take up said offer, or, while wishing to take up said offer has nonetheless not within two months reached agreement with BG and EBV as to the purchase price for the holdings offered, and has not, within three months of receipt of the offer by ▇▇▇▇▇▇▇▇▇, demanded that the purchase price for the holdings offered be determined by an arbitrator's opinion; and Register of Notarial Instr., Rec. No. 2002/____Cu
2.1.3 either the EU Commission and the competent antitrust authorities in the USA and Canada have expressly given their permission for the acquisition of the stake in Degussa and the Shareholders' Agreement (as defined in the Framework Agreement) with E.ON to proceed, or all applicable deadline periods for the imposition of prohibitions by the EU Commission and the aforementioned antitrust authorities have elapsed without any prohibitions being imposed on the above-stated transactions; and
2.1.4 the government of the Federal Republic of Germany and the government of the federal state (Land) of North Rhine-Westphalia have unconditionally approved both the...
Conditions Precedent and Closing. (a) Section 6.1(a) shall be deleted and replaced in its entirety with the following:
Conditions Precedent and Closing. Section 8.1.
Conditions Precedent and Closing. Section VIII.1 Conditions Precedent to Initial Advance --------------------- ------------------------------------------- The obligation of the Bank to renew and extend the Existing Loans and to make the initial Advance hereunder is subject to the condition precedent that the Bank shall have received on or before the Closing Date all of the following, each dated (unless otherwise indicated) the Closing Date, in form and substance satisfactory to the Bank: