Conditions Precedent to Close Clause Samples
The "Conditions Precedent to Close" clause defines the specific requirements or events that must be satisfied before the closing of a transaction can occur. These conditions may include obtaining regulatory approvals, securing financing, or the completion of due diligence by one or both parties. By clearly outlining these prerequisites, the clause ensures that both parties are protected from being obligated to close the deal before all critical factors are addressed, thereby reducing risk and promoting transparency in the transaction process.
Conditions Precedent to Close. On or before the Closing Date ------------------------------- the following conditions must be satisfied as conditions precedent to NHP's obligations hereunder (but without conditioning or otherwise limiting Emeritus' obligations under the Purchase Agreement):
7.1 All of the terms and conditions set forth in the Purchase Agreement and the Closing Procedure Letter shall have been satisfied.
7.2 The following documents shall be executed (and acknowledged, where appropriate) and delivered by all of the appropriate parties thereto:
7.2.1 This Agreement;
7.2.2 The Leases;
7.2.3 A Memorandum of Lease with respect to each of the Facilities executed by Tenant, as tenant, and NHP or its affiliate, as landlord, the purpose of which is to provide record notice of the existence of the Leases;
7.2.5 Such other documents or instruments reasonably necessary to consummate the transaction contemplated by this Agreement as requested by NHP or Emeritus.
7.3 NHP acknowledges and agrees that the Purchase Agreement contemplates that there will be more than one Closing thereunder and accordingly, all of the conditions set forth in Section 7.2 shall be required to be satisfied as to the first of such Closings but only with respect to the Facilities which are the subject of such Closing, that the condition set forth in Sections 7.2.1, 7.6 and 7.7 shall not be applicable to future Closings and that the condition set forth in Section 7.2.2 shall be satisfied if Emeritus executes either a Lease, if a separate Lease is to be signed with respect to the Facilities which are the subject of such Closing or an Amendment to Lease, if the Facilities which are the subject of such Closing as to be included in a Lease executed in conjunction with a prior Closing.
7.4 All costs and prorations in connection with the transactions contemplated by the Purchase Agreement shall be made between Emeritus and Seller as provided in the Purchase Agreement. NHP shall have no liability therefor.
7.5 NHP shall have received certificates of insurance as are required pursuant to the Leases showing NHP as an additional insured and loss payee thereunder.
7.6 NHP shall have received from Emeritus copies of the following, and NHP shall have approved the same: (a) The limited partnership agreement of ESC IV, L.P., (B) the Certificate of Limited Partnership of ESC IV, L.P. certified by the Washington Secretary of State, (C) the Articles of Incorporation of Emeritus and ESC GP ▇▇, Inc. certified by the Washington Secr...
Conditions Precedent to Close. The obligation of PTE , Inland, and the Subsidiary to close the Transaction contemplated hereunder is subject to fulfillment by PTE, Inland and Subsidiary of each of the following conditions, which may be waived in whole or in part in writing:
Conditions Precedent to Close. The obligation of PTEK and D▇▇▇ Group to close the Transaction contemplated hereunder is subject to fulfillment by the D▇▇▇ Group and PTEK of each of the following conditions, which may be waived in whole or in part in writing:
Conditions Precedent to Close. The obligation of PTE and Flowers to close the Transaction contemplated hereunder is subject to fulfillment by the Company, Flowers and PTE of each of the following conditions, which may be waived in whole or in part in writing:
Conditions Precedent to Close. The obligation of the parties to each other and to perform their respective obligations hereunder shall be subject to the following being completed within the applicable stated time periods:
Conditions Precedent to Close. The obligations of Bustamante and Mexco to consummate ▇▇▇ ▇▇▇▇▇▇ctions contemplated hereby shall be subject to the satisfaction or waiver by Mexco and Bustamante, at or prior to the Clos▇▇▇, ▇▇ ▇▇e following conditions (hereinafter the "Conditions Precedent"):
(a) The authorization from the Ministry of Communications and Transportation ("SCT") of the sale and purchase of the Series A Shares according to the terms and conditions herein provided;
(b) The authorization from the SCT of the amendment to the By-laws of the Company, in the form attached hereto as Exhibit "8.1.(b )", which shall provide, among other matters, for the issuance of the Series N Shares;
(c) The favorable opinion of the Federal Telecommunications Commission ("Cofetel") for the sale and purchase of the Series A Shares by Mexco and for the amendment to the By-laws of the Company in the terms and conditions established herein;
(d) The authorization by the Foreign Investments Bureau of the Ministry of Economy, for the amendment to the By-laws of the Company in the terms and conditions provided herein, and for the issuance of the Series N Shares;
(e) The favorable termination by the SCT of the Administrative Revocation Procedure initiated against the Company's Concession to operate in Tijuana; and
(f) The merger contemplated by that certain Agreement and Plan of Merger dated April 25, 2002, by and between Las Americas Broadband and USA Broadband, Inc., a Delaware corporation shall have occurred (the "Closing of the Merger"). All costs, fees and expenses, including reasonable legal fees, incurred by Bustamante to obtain the previously ▇▇▇▇▇▇▇▇▇ authorizations and opinions, which shall have been previously agreed upon on writing by Las Americas Broadband, shall be reimbursed to Bustamante on demand.
Conditions Precedent to Close. The obligation of the parties hereto to each other and to otherwise perform their respective obligations hereunder shall be
Conditions Precedent to Close. The following are conditions that must be satisfied prior to closing on the donation:
(a) A restriction for the use of Lot 101 of the Property as a park shall be removed by the appropriate governmental authorities. Satisfactory evidence must be provided to the parties that is sufficient to have such restriction removed as an exception (or affirmative coverage is provided to insure and provide coverage that such restriction does not apply) on a title insurance commitment for Orange Capital.
(b) A quitclaim deed from the City shall be approved and recorded with respect to that certain encroachment shown and described as the “Center Ditch” on that certain plat recorded at Plat Book 19 - P, page 85 (“Plat”).
(c) A quitclaim deed from the City shall be approved and recorded with respect to that certain encroachment shown and described as the “Radio Tower” on the Plat. City will further cooperate with Owner and Orange Capital to remove the Radio Tower as a separate parcel of record with its own property identification number so that for all purposes the Radio Tower parcel shall be deemed a part of the Property identified as PIN No. 2-0046-08-001-L. In the event any of the foregoing conditions are not satisfied or waived in writing by the Parties on or before September 2, 2019, then Owner, Orange Capital, and City shall have the right to terminate this Agreement and, upon such termination, this Agreement shall be null and void, and of no further force and effect.
Conditions Precedent to Close. The obligation of Buyer and Seller to close the Transaction contemplated hereunder is subject to fulfillment by the Company, Seller and Buyer of each of the following conditions, which may be waived in whole or in part in writing:
Conditions Precedent to Close. A. Buyer's conditions precedent. The obligation of the Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
1. the representations and warranties set forth in Section 3 above shall be true and correct in all material respects at and as of the Closing Date;
2. the Seller shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;
3. the Seller shall have procured all of the third party consents specified in Section 5(g) above;
▇. ▇▇ action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of any of the transactions contemplated by this Agreement, (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) materially affect adversely the right of the Buyer to own the Acquired Assets, to operate the Business, or (D) materially affect adversely the right of the Seller to own the Acquired Assets and to operate the Business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);
5. the Seller shall have delivered to the Buyer a certificate to the effect that each of the conditions specified above in Section 6(a)(i)-(iv) is satisfied in all respects;
6. the Buyer shall have procured all of the title insurance commitments, policies, and riders specified in Section 5(i) above, and all of the surveys specified in Section 5(j) above;
7. the Buyer shall have received all other authorizations, consents, and approvals of governments and governmental agencies referred to in Section 5(f);
8. the relevant parties shall have entered into:
a. the Supply Agreement;
b. the Conversion Services Agreement; and