Contingencies to Closing Sample Clauses

Contingencies to Closing. The closing of the transfer of assets and assumption of liabilities by the NEW TA is contingent upon all of the following occurring on terms acceptable to all parties: a. The creation of New TA by Washtenaw County. b. AATA and New TA obtaining all necessary approvals for the transfer of assets and assumption of obligations and liabilities, including approvals that may be required from federal and state agencies, or other lenders who provided funding for those assets and consents from parties to contracts with AATA. c. AATA taking such necessary actions by its governing body to terminate its operational agreement with ▇▇▇ Arbor effective at closing. d. In exchange for the mayor’s nomination with council confirmation, of seven directors of New TA’s board, annual submission to ▇▇▇ Arbor of the AATA’s proposed budget and yearly audit and the New TA’s agreement to apprise ▇▇▇ Arbor City Council and solicit Council’s advice prior to making major long-term policy actions concerning mass transportation services and at a minimum, the continued level of services provided by its predecessor-in-interest AATA, ▇▇▇ Arbor agrees (i) take such necessary actions by its governing body to terminate its operational agreement with AATA effective at closing; (ii) take such necessary actions by its governing body to authorize the execution and delivery of this Agreement and all documents and instruments contemplated by this Agreement, and the performance by ▇▇▇ Arbor of the obligations to be performed by it hereunder; and (iii) designate the New TA, as successor to AATA, as the contracting agency for use of the 2.5 ▇▇▇▇▇ tax ▇▇▇▇ under Section 8.18 of the ▇▇▇ Arbor City Charter and allocated the tax levy in its entirely to AATA at the 2012 millage rate or as adjusted by State of Michigan statute less a municipal service charge of one percent (1%) of the annual millage at the time of the collection of taxes upon transfer from an Act 55 to an Act 196 authority. e. In exchange for the City of Ypsilanti mayor’s nomination with council confirmation, of one director of New TA’s board, the new TA agreement to apprise and solicit the Ypsilanti City Council’s advice prior to making major long-term policy actions concerning mass transportation, and at a minimum, the continued level of services provided by its predecessor-in-interest, AATA the City of Ypsilanti agrees to pay its charter transportation millage at the 2012 millage rate or as adjusted by State Statute to the New TA upon trans...

Contingencies to Closing. 9.1 The Closing of this transaction is contingent upon the satisfaction or waiver of the following contingencies. IF BUYER FAILS TO NOTIFY ESCROW HOLDER, IN WRITING, OF THE DISAPPROVAL OF ANY OF SAID CONTINGENCIES WITHIN THE TIME SPECIFIED THEREIN, IT SHALL BE CONCLUSIVELY PRESUMED THAT BUYER HAS APPROVED SUCH ITEM, MATTER OR DOCUMENT. Buyer's conditional approval shall constitute disapproval, unless provision is made by the Seller within the time specified therefore by the Buyer in such conditional approval or by this Agreement, whichever is later, for the satisfaction of the condition imposed by the Buyer. Escrow Holder shall promptly provide all Parties with copies of any written disapproval or conditional approval which it receives. With regard to subparagraphs (a) through (l) the pre-printed time periods shall control unless a different number of days is inserted in the spaces provided.

Contingencies to Closing. The Closing of the transactions ------------------------ contemplated by this Agreement is subject to and conditioned on the satisfaction of all the following conditions on or before the Closing Date, unless waived by the appropriate party:

Contingencies to Closing. Buyer shall not be obligated to close until the following contingencies have been satisfied or waived by Buyer: A. ACQUISITION OF TENANT'S BUSINESS. The Business Escrow is ready to close. B.

Contingencies to Closing. Buyer contingency timeframes specified in Sections 9.1(b, c, d & e) of the Agreement shall commence upon Buyer's receipt of a Phase 1 Report from Seller prepared by Geocon.

Contingencies to Closing. 7.01. Buyer’s obligation to close this transaction is subject to the satisfaction or waiver by Buyer of the following contingencies:

Contingencies to Closing. THERE ARE NO CONTINGENCIES TO CLOSING. /s/ T.D. /s/ R.M. /s/ B.B. /s/ N.T. ALL OF SECTION 9 IS CROSSED OUT AND DELETED

Contingencies to Closing. In connection with the execution of this Agreement, Purchaser also entered into an agreement (the "Polaris Center Purchase Agreement") to purchase 100% of the membership interests owned by N.P. in Polaris Center, LLC, a Delaware limited liability company ("Polaris Center"). It is the parties' intentions and requirement that the Closing of this Agreement occur simultaneously with the closing of the Purchaser's acquisition of all of N.P.'s limited liability interests (the "Polaris Center Interests") in Polaris Center, and it shall be a condition precedent to this Agreement that N.P., in consideration for payment to it as required under the Polaris Center Agreement, transfer all of N.P.'s Polaris Center Interests to Purchaser under the terms of the Polaris Center Agreement, simultaneously with the Closing of this Agreement.

Contingencies to Closing. In connection with the execution of this Agreement, Purchaser also entered into an agreement (the "Polaris Mall Purchase Agreement") to purchase 100% of the membership interests owned by seven (7) members which are unrelated to Purchaser (collectively, the "N.P. Sellers") in Polaris Mall, LLC, a Delaware limited liability company ("Polaris Mall"). It is the parties' intentions and requirement that the Closing of this Agreement occur simultaneously with the closing of the Purchaser's acquisition of all of the N.P. Sellers' limited liability interests (the "Polaris Mall Interests") in Polaris Mall, and it shall be a condition precedent to this Agreement that the N.P. Sellers, in consideration for payment to them as required under the Polaris Mall Agreement, transfer all of the N.P. Sellers' Polaris Mall Interests to Purchaser under the terms of the Polaris Mall Agreement, simultaneously with the Closing of this Agreement.