Waiver of Conditions of Closing Clause Samples

The Waiver of Conditions of Closing clause allows one or both parties in a transaction to voluntarily relinquish certain requirements that must be met before the deal can be finalized. In practice, this means that if a buyer or seller is satisfied with the progress of the transaction, they may choose to proceed even if some specified conditions—such as regulatory approvals or financing—have not been fully satisfied. This clause provides flexibility in closing the deal and helps prevent unnecessary delays, ensuring that minor or non-critical unmet conditions do not derail the completion of the transaction.
Waiver of Conditions of Closing. If any of the conditions set forth in Section 5.9.1 have not been satisfied, the Purchaser may elect in writing to waive any such condition and proceed with the completion of the transactions contemplated hereby and, if any of the conditions set forth in Section 5.9.2 have not been satisfied, the Requisite Vendors may elect in writing to waive any such condition and proceed with the completion of the transactions contemplated hereby. Any such waiver and election by the Purchaser or the Requisite Vendors, as the case may be, will only serve as a waiver of that specific Closing condition.
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Waiver of Conditions of Closing. If any of the conditions set forth in Section 4.1 has not been satisfied, the Purchaser may elect in writing to waive the condition and proceed with the completion of the Transactions and, if any of the conditions in Section 4.2 has not been satisfied, the Vendor may elect in writing to waive the condition and proceed with the completion of the Transactions. Any such waiver and election by the Purchaser or the Vendor, as the case may be, will only serve as a waiver of the specific closing condition and the other Party will have no liability with respect to the specific waived condition.
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Waiver of Conditions of Closing. If any of the conditions set forth in Section 7.1 have not been satisfied, the Purchaser may elect in writing to waive the condition and proceed with the completion of the transactions contemplated by this Agreement and, if any of the conditions set forth in Section 7.2 have not been satisfied, the Seller may elect in writing to waive the condition and proceed with the completion of the transactions contemplated by this Agreement. Any such waiver and election by the Purchaser or the Seller, as the case may be, will only serve as a waiver of the specific closing condition and the Party which has not been able to satisfy the waived condition will have no liability with respect to that specific waived condition.
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Waiver of Conditions of Closing. If any of the conditions set forth in Section 10.4 have not been satisfied, the Purchaser may elect in writing to waive the condition and proceed with the completion of the transactions contemplated by this Agreement and the Seller will have no liability with respect to that specifically waived condition. If any of the conditions set forth in Section 10.5 have not been satisfied, the Seller may elect in writing to waive the condition and proceed with the completion of the transactions contemplated by this Agreement and the Purchaser will have no liability with respect to that specifically waived condition. Any such waiver and election by the Purchaser or the Seller, as the case may be, will only serve as a waiver of that specific closing condition.
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Waiver of Conditions of Closing. If any of the conditions set forth in Section 7.1 have not been satisfied, the Purchaser may elect in writing to waive the condition and proceed with the completion of the transactions contemplated by this Agreement and, if any of the conditions set forth in Section 7.2 have not been satisfied, the Sellers and 942064 Alberta Ltd. may elect in writing to waive the condition and proceed with the completion of the transactions contemplated by this Agreement. Any such waiver and election by the Purchaser or the Sellers and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Ltd., as the case may be, will serve as a waiver of the specific closing condition and the Party which has not been able to satisfy the waived condition will thereafter have no liability with respect to that specifically waived condition.
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Waiver of Conditions of Closing. If any of the conditions set forth in Section 7.1 have not been satisfied, Portex may waive the condition in writing and proceed with the completion of the transactions contemplated by this Agreement and, if any of the conditions set forth in Section 7.2 have not been satisfied, GoldQuest may waive the condition in writing and proceed with the completion of the transactions contemplated by this Agreement. Any such waiver and election by ▇▇▇▇▇▇ or GoldQuest, as the case may be, will only serve as a waiver of the specific closing condition and the Party which has not been able to satisfy the waived condition will have no liability with respect to that specific waived condition. For greater certainty for the purposes of this Section 8.3, Party is deemed to refer to Portex on the one hand and GoldQuest on the other hand.
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Waiver of Conditions of Closing. Each Party shall have the exclusive right to waive the satisfaction of any condition in its favour in whole or in part. No waiver by a Party of one condition, in whole or in part, will operate as a waiver of any other condition in favour of such Party.
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Waiver of Conditions of Closing. If any of the conditions set forth in Section 6.1 have not been satisfied, CEI may waive the condition in writing and proceed with the completion of the transactions contemplated by this Agreement and, if any of the conditions set forth in Section 6.2 have not been satisfied, Asia Sixth may waive the condition in writing and proceed with the completion of the transactions contemplated by this Agreement. Any such waiver and election by CEI or Asia Sixth, as the case may be, will only serve as a waiver of the specific closing condition and the Parties which has not been able to satisfy the waived condition will have no liability with respect to that specific waived condition. For greater certainty, the conditions set forth in Section 6.3 may only be waived in writing upon mutual agreement among CEI and Asia Sixth.
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Related to Waiver of Conditions of Closing

  • Waiver of Conditions The conditions to each of the parties' obligations to consummate the Merger are for the sole benefit of such party and may be waived by such party in whole or in part to the extent permitted by applicable law.

  • Conditions of Closing The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

  • SPECIAL CONDITIONS OF CONTRACT The following Special Conditions of Contract (SCC) shall supplement and/or amend the General Conditions of Contract (GCC).Whenever there is a conflict, the provisions herein shall prevail over those in the GCC.