CONDITIONS PRECEDENT TO CONSUMMATION OF THE CLOSING Sample Clauses

The "Conditions Precedent to Consummation of the Closing" clause defines the specific requirements that must be satisfied before the closing of a transaction can occur. These conditions may include obtaining regulatory approvals, securing third-party consents, or ensuring that all representations and warranties remain true up to the closing date. By clearly outlining these prerequisites, the clause ensures that both parties are protected from proceeding with the transaction unless all agreed-upon conditions are met, thereby reducing the risk of disputes or incomplete transactions.
CONDITIONS PRECEDENT TO CONSUMMATION OF THE CLOSING. SECTION 9.1. Conditions Precedent to Each Party's Obligations to Close. The respective obligations of each party to consummate the transactions contemplated by this Agreement on the Closing Date are subject to the satisfaction or waiver at or prior to the Closing of the following conditions precedent: (a) no Action shall be pending or threatened by any United States or state Governmental Authority, and no United States or state Governmental Authority shall have issued any injunction, judgment or order, which shall remain in effect, that would (i) prevent consummation of the sale of the Interests, (ii) prohibit or limit in any material respect Buyer's ability to exercise ownership of the Interests or (iii) materially adversely affect Buyer's right to own the assets or operate the business of the Company and the Company Subsidiaries; provided, however, that the parties hereto shall use their reasonable best efforts to have any such injunction, judgment or order vacated or reversed; (b) all applicable waiting periods under the HSR Act shall have expired or been terminated, and neither the Federal Trade Commission nor the U.S. Department of Justice shall have instituted, or threatened to institute, either before or after the expiration of such waiting period, a proceeding concerning this Agreement or the consummation of the transactions contemplated hereby; and (c) the parties, the Company and the Company Subsidiaries shall have received all other authorizations, consents and approvals of Governmental Authorities referred to in Section 3.3, Section 4.3 and Section 5.4.
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CONDITIONS PRECEDENT TO CONSUMMATION OF THE CLOSING. 7.1. Conditions Precedent to Each Party's Obligations to Close. The respective obligations of each party to consummate the transactions contemplated by this Agreement on the Closing Date are subject to the satisfaction or waiver at or prior to the Closing of the following conditions precedent: (a) no order, decree or injunction shall have been enacted, entered, promulgated or enforced by any United States court of competent jurisdiction or any United States governmental authority that prohibits the consummation of the transactions contemplated by this Agreement; provided, however, that the parties hereto shall use their reasonable best efforts to have any such order, decree or injunction vacated or reversed; (b) all applicable requirements under state securities or takeover laws shall have been satisfied; (c) all applicable waiting periods under the HSR Act shall have expired or been terminated, and neither the Federal Trade Commission nor the U.S. Department of Justice shall have instituted, or threatened to institute, either before or after the expiration of such waiting period, a proceeding concerning this Agreement or the consummation of the transactions contemplated hereby; (d) all consents, authorizations, orders, permits and approvals for (or registrations, declarations or filings with) any Governmental Authority required in connection with the execution, delivery and performance of this Agreement and the transactions contemplated hereby shall have been obtained or made, and except where the failure to have obtained or made any such consent, authorization, order, approval, filing or registration may not reasonably be expected to have a Material Adverse Effect on Buyer, Seller or NCNG following the Closing Date; (e) NCNG shall have paid all obligations then due and owing under the Affiliate Agreements, and all other obligations of NCNG to Seller or its Affiliates pursuant to the Affiliate Agreements arising prior to the Closing Date shall have been cancelled or otherwise satisfied; (f) the Assignment and Assumption Agreement, substantially in the form as set forth in Exhibit A attached hereto, shall have been executed by the parties hereto; (g) the Shared Services Agreements shall have been terminated by Seller and NCNG; and (h) the Transition Services Agreement, substantially in the form as set forth in Exhibit C attached hereto, shall have been executed by the parties thereto.
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CONDITIONS PRECEDENT TO CONSUMMATION OF THE CLOSING. 6.1 Condition Precedent to Each Party's Obligations to Close ---------------------------------------- 23 6.2 Conditions Precedent to Obligations of Buyer ----------- 24 6.3 Conditions Precedent to Obligations of Seller ---------- 25
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CONDITIONS PRECEDENT TO CONSUMMATION OF THE CLOSING. 8.1. Conditions Precedent to Each Party's Obligations to Close. The respective obligations of each party to consummate the transactions contemplated by this Agreement on the Closing Date are subject to the satisfaction or waiver at or prior to the Closing of the following conditions precedent: (a) no order, decree or injunction shall have been enacted, entered, promulgated or enforced by any United States court of competent jurisdiction or any United States governmental authority that prohibits the consummation of the transactions contemplated by this Agreement; provided, however, that the parties hereto shall use their reasonable best efforts to have any such order, decree or injunction vacated or reversed; (b) all applicable requirements under state securities or takeover laws shall have been satisfied; and (c) all applicable waiting periods under the HSR Act shall have expired or been terminated, and neither the Federal Trade Commission nor the U.S. Department of Justice shall have instituted, or threatened to institute, either before or after the expiration of such waiting period, a proceeding concerning this Agreement or the consummation of the transactions contemplated hereby.
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CONDITIONS PRECEDENT TO CONSUMMATION OF THE CLOSING. CLOSING Conditions Precedent to Each Partys Obligations to Close. Purchaser acknowledges and agrees that virtue has reviewed and accepted the disclaimers of Seller set are in of which Agreement. MSLO pursuant to gather such provision. This ensures the selling an outsider, to interest at any action as a basis in all contracts Seller for a substituted member will be governed in the aggregate with this agreement between members of its professional to be to it stands after becoming public sale agreement to sell an. Buyer, except in cases of husband which could, summit the thrift of Seller, result in material damage or injury to Persons, property or any rain the Company Assets. This does not, does, apply to credit accounts opened with suppliers. This flap to ensure why the IRS has an attribute record name the owners. Seller proposes as the deemed sales price. The Buyer and Seller will now notify the other income any infringements of rights in the Products, Trade Names, and Trademarks that strange party discovers. It is important law the members update the price regularly because the price always changes. Agreement, in Member shall allocate to shy a Member. Before joining the punch here, she worked as an environmental scientist and attorney specializing in real estate development. From mind to stem, the Board must make a determination to what extent, if marriage, there exists Excess fuel Flow. Corporation and their membership interests in way Company. CPBR with respect to any compensation, commissions or bonuses. Do You squint to extort an Operating Agreement specific an LLC? Governmental Order adversely affecting the ability of the parties to consummate the transactions contemplated by this contemporary or any Transaction Document has been issued, to wipe such Governmental Order vacated or lifted. The Company especially not in violation of any applicable statute, law or regulation relating to share environment or occupational health and safety. LLC transfers automatically to ▇▇▇▇▇▇▇ ▇▇. Interests, upon the withdrawing Member, their executor, administrator, trustee, committee or analogous fiduciary within a reasonable period after acquiring knowledge of the fellow in circumstance upon the affected Member. Members indemnity LLC if their actions invalidate S-election. Membership Interests of aim Company. Hazardous Materials on, authority, from, or under your Facility in violation of applicable Environmental Laws or in a manner what would actually rise after any En...
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CONDITIONS PRECEDENT TO CONSUMMATION OF THE CLOSING. 6.1 CONDITION PRECEDENT TO EACH PARTY'S OBLIGATIONS TO CLOSE. The respective obligations of each party to consummate the transactions contemplated by this Agreement on the Closing Date are subject to the satisfaction or waiver at or prior to the Closing of the following conditions precedent: No order, decree or injunction shall have been enacted, entered, promulgated or enforced by any United States court of competent jurisdiction or any United States Governmental Authority that prohibits the consummation of the transactions contemplated by this Agreement; PROVIDED, HOWEVER, that the parties hereto shall use their reasonable best efforts to have any such order, decree or injunction vacated or reversed.
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CONDITIONS PRECEDENT TO CONSUMMATION OF THE CLOSING 
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Related to CONDITIONS PRECEDENT TO CONSUMMATION OF THE CLOSING

  • Conditions Precedent to Obligations to Consummate 9.1 Conditions to Obligations of Each Party. -------------------------------------------- The respective obligations of each Party to perform this Agreement and consummate the Merger and the other transactions contemplated hereby are subject to the satisfaction of the following conditions, unless waived by both Parties pursuant to Section 11.6:

  • 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 Date The obligation of each Lender to make an Advance on the Closing Date is subject to the satisfaction (or waiver in accordance with Section 9.01) of the following conditions: (a) The Effective Date shall have occurred. (b) If the Shire Acquisition is effected by way of a Scheme, the Administrative Agent shall have received: (i) a certificate of the Borrower signed by a director certifying: (1) the date on which the Scheme Circular was posted to the shareholders of Shire; (2) the date on which the Court has sanctioned the Scheme and that the Court Order has been duly delivered to the Registrar in accordance with Article 125(3) of the Jersey Companies Law; (3) as to the satisfaction of each condition set forth in clauses (d), (e) (to the extent relating to the Scheme), (f) and (i) (to the extent relating to the Scheme) below; and (4) each copy of the documents specified in paragraphs (ii) and (iii) below is correct and complete and has not been amended or superseded on or prior to the Closing Date, except to the extent such changes thereto have been required pursuant to the City Code or required by the Panel or to the extent not prohibited by the Loan Documents; and (ii) a copy of the Scheme Circular which is consistent in all material respects with the terms and conditions in the Press Release and the Scheme Resolutions, in each case, except to the extent changes thereto have been required pursuant to the City Code or required by the Panel or by a court of competent jurisdiction or are not prohibited by the Loan Documents. (c) If the Shire Acquisition is effected by way of a Takeover Offer, the Administrative Agent shall have received: (i) a certificate of the Borrower signed by a director certifying: (1) the date on which the Takeover Offer Document was posted to the shareholders of Shire; (2) as to the satisfaction of each condition set forth in clauses (d), (e) (to the extent relating to the Takeover Offer), (f) and (i) (to the extent relating to the Takeover Offer) below; (3) each copy of the documents specified in paragraph (ii) below is correct and complete and has not been amended or superseded on or prior to the Closing Date, except to the extent such changes thereto have been required pursuant to the City Code or required by the Panel or are not prohibited by the Loan Documents; and (4) that the Takeover Offer has been declared unconditional in all respects without any material amendment, modification or waiver of the conditions to the Takeover Offer or of the Acceptance Condition except to the extent not prohibited by the Loan Documents. (ii) a copy of the Takeover Offer Document which is consistent in all material respects with the terms and conditions in the Offer Press Announcement, except to the extent changes thereto have been required pursuant to the City Code or required by the Panel or are permitted under the Loan Documents. (d) On the date of the applicable borrowing request and on the proposed date of such borrowing (x) no Certain Funds Default is continuing or would result from the proposed Borrowing and (y) all the Certain Funds Representations are true or, if a Certain Funds Representation does not include a materiality concept, true in all material respects. (e) Where the Shire Acquisition is to be implemented by way of a Scheme, each of the Shire Acquisition and the Company Merger shall have been, or substantially concurrently with the occurrence of the Closing Date shall be, consummated in the case of the Shire Acquisition in all material respects in accordance with the terms and conditions of the Scheme Documents (it being understood that substantially concurrently shall include the payment for Scheme Shares being made and the Company Merger being consummated no more than two Business Days after the initial Advance hereunder) or, where the Shire Acquisition is to be implemented by way of a Takeover Offer, the Takeover Offer shall have become unconditional in accordance with the terms of the Offer Document and the shares in AbbVie NewCo to be issued to the Shire shareholders pursuant to the terms of the Takeover Offer have been issued and the former Shire shareholders have been registered as the owner of such shares in the register of members of AbbVie NewCo (as applicable) and as promptly as reasonably practicable thereafter the Company Merger shall be consummated, in each case, without giving effect to (and there shall not have been) any modifications, amendments, consents, requests or waivers by the Borrower (or its applicable affiliate) thereunder that are materially adverse to the interests of the Lenders, without the prior written consent of the Administrative Agent, except, in each case, to the extent such modifications, amendments, consents, requests or waivers have been required pursuant to the City Code or the Panel or are not prohibited by the Loan Documents. (f) All fees and other amounts due and payable by the Borrower, AbbVie and their Subsidiaries to the Arranger, the Administrative Agent and the Lenders under the Loan Documents or pursuant to any fee or similar letters relating to the Loan Documents shall be paid, to the extent invoiced at least one Business Day prior to the Closing Date by the relevant person and to the extent such amounts are payable on or prior to the Closing Date. The Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02. (g) The Administrative Agent shall have received a pro forma consolidated balance sheet and related pro forma consolidated statement of income of AbbVie NewCo and its Subsidiaries as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 45 days prior to the Closing Date, prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of income) (the “Pro Forma Financials”), it being acknowledged that neither the Administrative Agent nor any Lender shall have any approval right as regards the form or contents of the Pro Forma Financials). (h) It is not illegal for any Lender to lend and there is no injunction, restraining order or equivalent prohibiting any Lender from lending its portion of the Advances or restricting the application of the proceeds thereof. (i) After giving effect to the consummation of the Scheme, or if the Shire Acquisition is implemented by way of a Takeover Offer after giving effect to the initial purchase of Shire Shares pursuant to the Takeover Offer, immediately after the Company Merger, the holders of Shire Shares immediately prior to the effectiveness of such Scheme or purchase pursuant to such Takeover Offer shall own equity interests in AbbVie NewCo representing more than 20.0% of both the voting interests of and value of AbbVie NewCo. The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date as soon as practicable upon its occurrence, and such notice shall be conclusive and binding.

  • CONDITIONS TO CONSUMMATION OF THE MERGER 7.1 Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions:

  • 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.