Conditions Precedent to Closing Clause Samples
The "Conditions Precedent to Closing" clause defines the specific requirements or events that must be satisfied before the parties are obligated to complete a transaction, such as a merger or asset purchase. These conditions may include obtaining regulatory approvals, securing financing, or ensuring that all representations and warranties remain true up to the closing date. By clearly outlining these prerequisites, the clause protects both parties by ensuring that critical obligations are met before finalizing the deal, thereby reducing the risk of post-closing disputes or unmet expectations.
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Conditions Precedent to Closing. (a) Notwithstanding any other provision of this Agreement or any of the other Transaction Documents, the obligation of the Purchaser to consummate the Closing shall be subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Purchaser):
(i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing.
(ii) Each of the representations and warranties of the Company contained in this Agreement and the other Transaction Documents to which the Company is a party shall be true and correct in all material respects as of the Closing (except that any such representation or warranty which speaks, by its terms, as of a specific date or time other than the Closing, shall be true and correct as of such date), and each of the covenants and agreements of the Company to be performed or complied with by the Company as of or prior to the Closing shall have been performed or complied with by the Company in all material respects.
(iii) The Company shall have delivered the certificates and the other documents (if any) required to be delivered by it pursuant to Section 2(b)(ii) in accordance with the provisions thereof.
(b) Notwithstanding any other provision of this Agreement or any of the other Transaction Documents, the obligation of the Company to consummate the Closing shall be subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Company):
(i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing.
(ii) Each of the representations and warranties of the Purchaser contained in this Agreement and the other Transaction Documents to which the Purchaser is a party shall be true and correct in all material respects as of the Closing Date (except that the representation and warranty of the Purchaser set forth in Section 3(h) hereof shall be true and correct in all respects as of such date), and each of the covenants and agreements of the Purchaser to be performed or complied with by the Purchaser as of or prior to the Closing shall have been performed or complied with by the Purchaser in all material respects.
(iii) The Purchaser shall have paid the Purchase Price ...
Conditions Precedent to Closing. The obligation of Lender to make the Loan hereunder is subject to the fulfillment by Borrower or waiver by Lender of the following conditions precedent no later than the Closing Date:
Conditions Precedent to Closing. The Local Church and Annual Conference acknowledge and agree that the obligations of the parties to effectuate the Closing on or about the Disaffiliation Date are expressly contingent and conditional on the following:
Conditions Precedent to Closing. (A) It shall be a condition precedent to Purchaser's obligations to consummate the transactions contemplated by this Agreement that (a) all representations and warranties made herein by Seller are true and correct in all material respects as of each Closing Date, and all covenants made by Seller herein are fully complied with in all material respects, other than obligations required to be performed by Seller at Closing, which obligations must be fully complied with in all respects at each Closing, (b) as of each Closing Date, there shall exist no pending or threatened actions, suits, arbitrations, claims, attachments, proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings that could adversely affect the operation or value of the Property or Seller's ability to perform its obligations under this Agreement, and (c) as of each Closing Date, there shall have been no material adverse change in the performance of any of the self storage facilities comprising the Property to be acquired at such Closing, or in any of the items reviewed by Purchaser during the Approval Period, including without limitation the Due Diligence Items, failing which, Purchaser, at its option, and in addition to any other remedy available, shall be entitled to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money.
(B) It shall be a condition precedent to Seller’s obligations to consummate the transactions contemplated by this Agreement that (a) all representations and warranties made herein by Purchaser are true and correct in all material respects as of each Closing Date, and all covenants made by Purchaser herein are fully complied with in all material respects, other than obligations required to be performed by Purchaser at Closing, which obligations must be fully complied with in all respects at each Closing,, and (b) as of each Closing Date, there shall exist no pending or threatened actions, suits, arbitrations, claims, attachments, proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings that could adversely affect Purchaser’s ability to perform its obligations under this Agreement, failing which, Seller shall be entitled to pursue its remedies under this Agreement.
Conditions Precedent to Closing. The agreement of Bank to enter into this Agreement on the Closing Date is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, each of the following items and completed each of the following requirements:
(a) this Agreement;
(b) an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement;
(c) a financing statement (Form UCC-1);
(d) payment of the Bank Expenses then due specified in Section 2.5, which may be debited from any of Borrower’s accounts with Bank;
(e) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral;
(f) current financial statements, including company prepared statements for Borrower’s most recently ended fiscal year, company prepared consolidated balance sheets, income statements and statements of cash flows for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request;
(g) current Compliance Certificate in accordance with Section 6.2;
(h) a warrant to purchase Borrower’s Series A-3 preferred stock issued by Borrower in favor of Bank;
(i) an amended and restated warrant to purchase Borrower’s Series A-1 preferred stock issued by Borrower in favor of Bank;
(j) a Borrower Information Certificate;
(k) such other documents or certificates, and completion of such other matters, as Bank may reasonably request; and
(l) Borrower shall have opened and funded not less than $50,000 in deposit accounts held with Bank.
Conditions Precedent to Closing. Each purchase of Mortgage Loans hereunder shall be subject to each of the following conditions:
(a) All of the representations and warranties of Seller under the Cendant Guide, and of Seller and Purchaser under this Agreement shall be true and correct as of the Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the Cendant Guide;
(b) Purchaser shall have received, or Purchaser's attorneys shall have received in escrow, all closing documents as specified herein, in such forms as are agreed upon and acceptable to Purchaser, duly executed by all signatories other than Purchaser as required pursuant to the respective terms thereof;
(c) All other terms and conditions of this Agreement shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided herein.
Conditions Precedent to Closing. Each purchase of Mortgage Loans hereunder shall be subject to each of the following conditions:
(a) All of the representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide;
(b) On or before the each Funding Date, the Seller shall submit to the Purchaser fully executed originals of the following documents:
(i) this Agreement, in four counterparts;
(ii) the Custodial Agreement, in four counterparts;
(iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto;
(iv) an Opinion of Counsel to the Seller;
(v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable;
(vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule;
(c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents:
(i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule;
(ii) this Agreement, as originally executed (subject to amendments), in four counterparts;
(iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts;
(iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto;
(v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans);
(vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and
(vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 hereto.
(d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided herein.
Conditions Precedent to Closing. The obligation of Lender to make the Loan hereunder is subject to the fulfillment by Borrower or waiver by Lender of all of the conditions precedent to closing set forth in the application or term sheet for the Loan delivered by Borrower to Lender and the commitment or commitment rider, if any, to the application or term sheet for the Loan issued by Lender.
Conditions Precedent to Closing. The Closing is subject to the satisfaction of each of the conditions set forth in this Section 7.1 on the Closing Date.
Conditions Precedent to Closing. The Closing and the initial disbursement of the Loans shall be subject to the following conditions precedent:
(a) The Loan Documents shall have been appropriately completed, duly executed by the parties thereto, recorded where necessary and delivered to the Administrative Agent.
(b) No Default or Event of Default shall have occurred and be continuing.
(c) All representations and warranties contained herein shall be true and correct in all material respects at the Closing Date.
(d) All legal matters incident to the Loans shall be reasonably satisfactory to the Administrative Agent, and the Borrowers agree to execute and deliver to the Administrative Agent such additional documents and certificates relating to the Loans as the Administrative Agent reasonably may request.
(e) Financing statements in form and substance satisfactory to the Administrative Agent shall have been properly filed in each office where necessary to perfect the security interest of the Administrative Agent, for the ratable benefit of the Lenders, in the Collateral, termination statements shall have been filed with respect to any other financing statements covering all or any portion of the Collateral, except with respect to financing statements perfecting Liens permitted by this Agreement, and all taxes and fees with respect to such recording and filing shall have been paid by the Borrowers.
(f) The Borrowers shall have delivered to the Administrative Agent (1) certified copies of evidence of all corporate and company actions taken by the Borrowers and the Holding Company to authorize the execution and delivery of the Loan Documents, (2) certified copies of the articles or certificate of incorporation, bylaws, articles or certificate of organization and operating agreement of the Borrowers and the Holding Company, (3) a certificate of incumbency for the officers of the Borrowers and the Holding Company executing the Loan Documents, (4) a good standing certificate, dated not more than 30 days prior to the Closing Date, from the appropriate state official of any state in which the Borrowers or the Holding Company are incorporated, and (5) such additional supporting documents as the Administrative Agent or counsel for the Administrative Agent reasonably may request.
(g) The Administrative Agent shall have received (l) a Borrowing Base Certificate, (2) an Aging Report, (3) a contract status and backlog report relating to Eligible Receivables for the period ended on December 31, 2006, in for...