Conditions to Closing and Termination Sample Clauses

The "Conditions to Closing and Termination" clause defines the specific requirements that must be satisfied before a transaction can be finalized and outlines the circumstances under which either party may terminate the agreement. Typically, these conditions include obtaining regulatory approvals, completing due diligence, or fulfilling contractual obligations by both parties. If any of these conditions are not met by a certain deadline, the clause allows one or both parties to terminate the agreement without penalty. Its core function is to protect both parties by ensuring that the transaction only proceeds when all agreed-upon prerequisites are fulfilled, thereby reducing the risk of incomplete or unfavorable deals.
Conditions to Closing and Termination. General conditions 15.1 The parties’ obligations to effect, and, as to the Purchaser, to cause the relevant EMEA Designated Purchasers to effect, Closing is subject to the satisfaction or the express written waiver of the EMEA Sellers and the Joint Administrators and the Purchaser, at or prior to Closing, of the following conditions: 15.1.1 the conditions to Closing (as that term is defined in the North American Agreement) of the North American Agreement set out in Article IX thereof (other than the condition regarding the satisfaction of the conditions hereunder) shall have been satisfied or waived in accordance with the terms of the North American Agreement; 15.1.2 that the transactions contemplated by the North American Agreement shall be completed contemporaneously with Closing hereunder; 15.1.3 that all Regulatory Approvals shall have been obtained; 15.1.4 for as long as the Israeli Company is subject to the stay of proceedings or Insolvency Proceedings, approval by the Israeli Court of the sale of the Israeli Assets (whether or not free and clear of all Liens) and transfer of the Israeli Liabilities by the Israeli Company to the Purchaser or an EMEA Designated Purchaser and of the effectiveness of this Agreement as from the date of this Agreement, provided that this condition (if not satisfied earlier) shall be deemed to be waived on the earlier of the date falling sixty (60) days from the date of this Agreement or the date on which all of the other conditions in this Clause 15 (other than the conditions in Clauses 15.1.2, and 15.1.6) shall have been satisfied or, if permissible, waived; 15.1.5 there shall not be in effect any Law, or Order of any court or other Government Entity in the United Kingdom, prohibiting the consummation of the transactions contemplated hereby or in the U.S. or Canada prohibiting the consummation of the transactions contemplated by the North American Agreement and there shall not be any proceedings pending by any Government Entity in the U.S., Canada or the United Kingdom seeking such prohibition; and
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Conditions to Closing and Termination. 16 Section 11.1. Conditions to Obligations of LTM.............. 16 Section 11.2. Conditions to Obligations of RE............... 17 Section 11.3. Termination................................... 18 ARTICLE XII INDEMNIFICATION................................................. 18 Section 12.1. Survival...................................... 18 Section 12.2. Losses........................................ 18 Section 12.3. Indemnification by RE......................... 18 Section 12.4. Indemnification by LTM........................ 19 Section 12.5. Indemnification by the Company................ 19 Section 12.6. Claims........................................ 20 ARTICLE XIII GENERAL......................................................... 21 Section 13.1. Arbitration................................... 21 Section 13.2. Notices....................................... 21 Section 13.3. Assignment; Binding Effect; Benefit........... 22 Section 13.4. Confidentiality............................... 23 Section 13.5. Entire Agreement.............................. 23 Section 13.6. Amendment..................................... 23 Section 13.7. Counterparts.................................. 23 Section 13.8. Headings...................................... 24 Section 13.9. Interpretation................................ 24 Section 13.10. Incorporation of Exhibits and Schedules....... 24 Section 13.11. Severability.................................. 24 Section 13.12. Enforcement of Agreement...................... 24 -ii- JOINT VENTURE AGREEMENT JOINT VENTURE AGREEMENT, dated as of April 27, 1998 (this "Agreement"), by and among LTM Spanish Holdings, Inc., a Delaware corporation ("LTM") and Ricardo Evole Martil ("RE") DNI n(degree) 2.450.193-A.
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Conditions to Closing and Termination. 27 LEGAL_US_E # 79399873.11 -i- TABLE OF CONTENTS (continued) Page
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Conditions to Closing and Termination 
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Related to Conditions to Closing and Termination

  • Conditions to Closing The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Section 6(c) and Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by the Seller substantially in the form of Exhibit D to this Agreement. (b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof. (c) The Purchaser shall have received the following additional closing documents: (i) copies of the Seller’s Articles of Association, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller; (ii) a certificate as of a recent date of the applicable regulatory body or governmental agency to the effect that the Seller is duly organized, validly existing and in good standing in the jurisdiction of its formation; (iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency; (iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any applicable Loan-Specific Initial Purchasers and to each Rating Agency; and (v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus (as defined in the Indemnification Agreement), the Prospectus, the Preliminary Offering Circular (as defined in the Indemnification Agreement), the Offering Circular or, if any of the Mortgage Loans is a Trust Subordinate Companion Loan, any preliminary or final offering circular with respect to the related Loan-Specific Certificates, in each case as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, the Preliminary Offering Circular or any such preliminary offering circular with respect to Loan-Specific Certificates, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller Information, any untrue statement of a material fact or omitted or omit to state a material fact necessary in order to make the statements therein relating to the Seller Information, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information in the Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB. (d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. If applicable, any Loan-Specific Certificates shall have been concurrently issued and sold pursuant to the terms of the related Loan-Specific Certificate Purchase Agreement. (e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement. (f) The Seller shall furnish the Purchaser, the Underwriters, the Initial Purchasers and any Loan-Specific Initial Purchasers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request. (g) An officer of the Seller (other than if such Seller is Bank of Montreal) (i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3; and (ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to the requirements of the Commission’s Form SF-3.

  • CONDITIONS TO CLOSING OF COMPANY The Company's obligation to sell and issue the Shares at the Closing is, at the option of the Company, subject to the fulfillment or waiver of the following conditions:

  • Conditions to Closings Each Purchaser’s obligation to purchase and pay for the Notes to be sold to such Purchaser at each Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to or at such Closing, of the following conditions:

  • Conditions to Closing of the Company The Company’s obligation to sell the Securities at the Closing is subject to the fulfillment to its satisfaction on or prior to the Closing Date of each of the following conditions:

  • Conditions to Closing Date It shall be a condition to the Closing Date that each of the following conditions shall have been satisfied or waived as of such date, and upon such satisfaction or waiver, this Agreement shall be effective: (a) this Agreement shall have been duly executed and delivered by the parties hereto; (b) the VMTP Preferred Shares shall have a long-term issue credit rating of “Aa1” from Moody’s and long-term issue credit rating of “AA” from Fitch on the Closing Date; (c) receipt by the Purchaser of opinion(s) of counsel for the Fund acceptable to the Purchaser; (d) there shall have been delivered to the Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Purchaser may have requested relating to the Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (e) there shall have been delivered to the Fund such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust and legal proceedings as the Fund may have requested relating to the Purchaser’s entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby; (f) receipt by the Purchaser of executed originals or copies of all Related Documents (other than this Agreement) to which the Fund is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (g) receipt by the Fund of executed originals or copies of all Related Documents (other than this Agreement) to which the Purchaser is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (h) receipt by the Fund and the Purchaser of the Information Statement in form and substance satisfactory to the Fund and the Purchaser; (i) the reasonable fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related to the issuance of the VMTP Preferred Shares) payable on the Closing Date and pursuant to Section 2.03 hereof shall have been paid; (j) receipt by the Fund and the Purchaser of an opinion of counsel of the Redemption and Paying Agent in the form and substance satisfactory to the Fund and the Purchaser; (k) except as disclosed in the Information Statement or in Schedule II hereto, there shall not be any action, suit, proceeding or investigation pending or (to the knowledge of the Fund) overtly threatened in writing against the Fund in any court or before any governmental authority which in the good faith judgment of the party invoking this condition, (i) is in any way contesting or, if decided adversely, would affect the validity of any other Related Document to which the Fund is a party or this Agreement, or (ii) in which a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of Liquidation Preference of or dividends on the VMTP Preferred Shares; (l) receipt by the Purchaser of copies of all ISDA documentation to which the Fund is a party including all trade confirmations and credit support annexes; (m) in the good faith judgment of the party invoking this condition no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred after the date of this Agreement, which will materially and adversely affect the consummation of the transaction contemplated by this Agreement; and (n) there shall have been delivered to the Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant. The Fund and the Purchaser agree that consummation of the purchase and sale of the VMTP Preferred Shares pursuant to this Agreement shall constitute acknowledgment that the foregoing conditions have been satisfied or waived.