Waiver of Closing Conditions Sample Clauses
A Waiver of Closing Conditions clause allows one or both parties in a transaction to voluntarily relinquish certain requirements that must be met before the deal is finalized. In practice, this means that if a specified condition—such as obtaining regulatory approval or delivering certain documents—is not fulfilled, the party entitled to that condition can choose to proceed with the closing anyway. This clause provides flexibility in the closing process, helping to prevent unnecessary delays or the collapse of a deal due to minor or technical unmet conditions.
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Waiver of Closing Conditions. Upon the occurrence of the Closing, any condition set forth in this Section 2.5 that was not satisfied as of the Closing shall be deemed to have been waived as of and from the Closing.
Waiver of Closing Conditions. Upon the occurrence of the Closing, any condition set forth in this Article VIII that was not satisfied as of the Closing shall be deemed to have been waived as of and from the Closing.
Waiver of Closing Conditions. Notwithstanding the failure of any one or more of the foregoing conditions, Buyer may proceed with the Closing without satisfaction, in whole or in part, of any one or more of such conditions. To the extent that Seller delivers to Buyer a written notice specifying in reasonable detail the failure of any of such conditions or the breach by of any of the representations or warranties of Seller contained herein, and nevertheless Buyer proceeds with the Closing, Buyer shall be deemed to have waived for all purposes any rights or remedies it may have against the by reason of the failure of any such conditions or the breach of any such representations or warranties to the extent described in such notice.
Waiver of Closing Conditions. Upon the occurrence of the Closing, any condition set forth in this Article V that was not satisfied as of the Closing shall be deemed to have been waived as of the Closing for the applicable Transferred Asset.
Waiver of Closing Conditions. The parties acknowledge and agree that if any party hereto has Knowledge of a material failure of any condition set forth in Article 6 or of a material breach by any other party of any covenant or agreement contained in this Agreement, and such party proceeds with the Closing, such party shall be deemed to have waived such condition or breach (but then only to the extent of such party’s Knowledge at Closing) and such party and its successors, assigns and Affiliates shall not be entitled to be indemnified pursuant to this Article 8, to ▇▇▇ for damages or to assert any other right or remedy for any losses arising from any matters relating to such condition or breach, notwithstanding anything to the contrary contained herein or in any Related Agreement.
Waiver of Closing Conditions. Purchaser and Seller acknowledge and agree that if Purchaser or Seller has knowledge of a failure of any 30 condition set forth in Section 5.2 or 5.3, respectively, or of any breach by the other party of any representation, warranty or covenant contained in this Agreement, and such party proceeds with the Closing, such party shall be deemed to have waived such condition or breach and such party and its successors, assigns and Affiliates shall not be entitled to be indemnified pursuant to Article VII, to sue ▇▇▇ damages or to assert any other right or remedy for any losses, arising from any matters relating to such condition or breach, notwithstanding anything to the contrary contained herein or in any certificate delivered pursuant hereto.
Waiver of Closing Conditions. At any time prior to the Closing, the Buyer may, to the extent legally permissible, jointly waive in writing in whole or in part the conditions precedent set forth in Section 4.2.1.
Waiver of Closing Conditions. The parties hereto acknowledge and agree that if Purchaser or Seller has actual knowledge of a failure of any condition set forth in Section 3.01, Section 3.02 or Section 3.03, respectively (a “Closing Condition Failure”), and such party proceeds with the Closing, such party shall be deemed to have waived such condition, and such party and its successors, assigns and Affiliates shall not be entitled to be indemnified pursuant to Article X, to ▇▇▇ for damages or to assert any other right or remedy for any Losses arising from any matters giving rise to or otherwise underlying such Closing Condition Failure, notwithstanding anything to the contrary contained herein or in any certificate delivered pursuant hereto.
Waiver of Closing Conditions. Seller shall deliver to AMT and Purchaser a certificate stating that it has no knowledge of a failure on the part of AMT or Purchaser to satisfy any of the conditions to Closing set forth in this SECTION 9.
Waiver of Closing Conditions. While Lender and Owner agree to continue to work in good faith to meet the conditions of Closing set forth in the Purchase Agreement, all Buyer’s conditions to Closing set forth in the Purchase Agreement, including, without limitation, the conditions to Closing set forth in Section 12.1 of the Purchase Agreement, are hereby waived except for the following (the “Material Closing Conditions”):
(a) The Closing condition set forth in Section 12.1(i) shall remain in full force and effect, provided such condition is modified to reflect the deliveries expressly waived by Buyer pursuant to Section 15 of this Amendment;
(b) Owner shall perform and satisfy in all material respects its obligations under (i) Section 17.3 (Contracts) of the Purchase Agreement, provided, however, that the Parties agree that (A) Buyer has waived the requirement that the Assumed Contracts be stamped prior to Closing, (B) Buyer has waived the delivery of the Power Plant Equipment Operation Agreement Amendment, and (C) Owner will terminate the Power Plant Equipment Operation Agreement on or prior to the Closing Date, (ii) Section 17.5 (Golf Course Lease) of the Purchase Agreement with respect only to monetary obligations of Owner under the Golf Course Lease through the Closing Date (with such monetary obligations for the period June 17, 2013, through the Closing Date constituting Additional Costs under Section 7) and (iii) Section 17.11 (Negative Covenants) of the Purchase Agreement;
(c) Owner shall perform and satisfy its obligations under Section 17.4 (Insurance) of the Purchase Agreement;
(d) Subject to Owner’s delivery to Buyer of Owner’s Bring Down Certificate required pursuant to Paragraph 15(d) of this Amendment, the Closing condition set forth in Section 12.1(iii) shall be waived except to the extent of any material changes subsequent to the date hereof in any representations and warranties of Owner set forth in the Purchase Agreement caused by Owner, Lender and/or Operator on or after June 17, 2013;
(e) The Closing condition set forth in Section 12.1(iv) of the Purchase Agreement shall remain in full force and effect except that there shall be no obligation on the part of Lender or Owner to obtain a release or discharge of the Assignment to Southern Company Energy Solutions, Inc. created September 1, 2001, and registered December 1, 2001, as identified in Section B of Schedule 5.1(c) (the “SCES Charge”); provided, however, that such waiver of Lender and Owner’s obligation to releas...