Applicability of Closing Conditions; Certain Definitions Sample Clauses

Applicability of Closing Conditions; Certain Definitions. For the avoidance of doubt, the parties’ respective obligations to effect the Closings, whether by Concurrent Closings or Staggered Closings, shall be subject to the satisfaction of the relevant conditions set forth in Article IX (or the waiver thereof by the party entitled to waive such conditions). Except as otherwise provided herein, or as the context may otherwise require, any provision of this Agreement relating to or referencing the “Closing,” “Closing Date,” “Pre- Closing Period,” any “pre-closing” activities or “post-closing” activities shall be deemed to reference the Closing, Closing Date, Pre-Closing Period and “pre-closing” activities and “post- closing” activities, as applicable, with respect to the acquisition and assumption by NB Group of the Transferred Assets and Assumed Liabilities associated with the Assignor comprehended within such Closing or both Assignors in the case of a Concurrent Closing.
Sample 1
AutoNDA by SimpleDocs

Related to Applicability of Closing Conditions; Certain Definitions

  • Closing Conditions (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:

  • Frustration of Closing Conditions None of the Company, Parent or Merger Sub may rely on the failure of any condition set forth in Section 6.1, Section 6.2 or Section 6.3, as the case may be, to be satisfied if such failure was caused by such party’s failure to use its reasonable best efforts to consummate the Merger and the other Transactions or due to the failure of such party to perform any of its other obligations under this Agreement.

  • SPECIAL CONDITIONS ARTICLE I.1 - SUBJECT I.1.1. The subject of the Contract is [short description of subject].

  • APPLICABILITY OF OTHER RATES, TERMS AND CONDITIONS 12.1 Every interconnection, service and network element provided hereunder, shall be subject to all rates, terms and conditions contained in this Agreement which are legitimately related to such interconnection, service or network element. Without limiting the general applicability of the foregoing, the following terms and conditions of the General Terms and Conditions are specifically agreed by the Parties to be legitimately related to, and to be applicable to, each interconnection, service and network element provided hereunder: definitions, interpretation, construction and severability; notice of changes; general responsibilities of the Parties; effective date, term and termination; fraud; deposits; billing and payment of charges; non-payment and procedures for disconnection; dispute resolution; audits; disclaimer of representations and warranties; limitation of liability; indemnification; remedies; intellectual property; publicity and use of trademarks or service marks; no license; confidentiality; intervening law; governing law; regulatory approval; changes in End User local exchange service provider selection; compliance and certification; law enforcement; no third party beneficiaries; disclaimer of agency; relationship of the Parties/independent contractor; subcontracting; assignment; responsibility for environmental contamination; force majeure; taxes; non-waiver; network maintenance and management; signaling; transmission of traffic to third parties; customer inquiries; expenses; conflicts of interest; survival; scope of agreement; amendments and modifications; and entire agreement.

  • Conditions Precedent to Seller’s Obligations The obligations of Seller to effect the Closing of the transactions contemplated hereby are subject to the fulfillment, prior to or at the Closing, of each of the following conditions, any of which may be waived in writing by Seller:

  • PRICING CONDITIONS County agrees to pay Contractor for all services required herein as prescribed, fixed at the submitted pricing, which shall include reimbursement for all expenses incurred. No other expenses shall be paid to Contractor without formal approval of the County’s Board of Supervisors or its authorized agent. In no event shall the total services to be performed hereunder exceed $_____________________. County shall not be responsible for any charges or expenses incurred by Contractor, his/her agents, employees or independent Contractors, other than those listed herein, in connection with the performance of services hereunder unless authorized in advance in writing by County.

  • Conditions Precedent to Effectiveness This Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied:

  • CLOSING PROVISIONS (a) Subscriber agrees to be identified as a customer of JetBrains and agrees that JetBrains may refer to Subscriber by name, trade name and trademark, if applicable, and may briefly describe Subscriber’s business in JetBrains marketing materials, on JetBrains Site, and in public or legal documents. Subscriber hereby grants JetBrains a worldwide, non-exclusive, royalty-free license to use Subscriber’s name and any of Subscriber’s trade names and trademarks solely pursuant to this marketing section.

  • Satisfaction of Conditions Precedent Each party will use commercially reasonable efforts to satisfy or cause to be satisfied all the conditions precedent that are applicable to them, and to cause the transactions contemplated by this Agreement to be consummated, and, without limiting the generality of the foregoing, to obtain all material consents and authorizations of third parties and to make filings with, and give all notices to, third parties that may be necessary or reasonably required on its part in order to effect the transactions contemplated hereby.

  • CONDITIONS APPLICABLE PENDING TRANSFER As has already been referred to in this agreement, the common property will be owned and controlled by a body corporate for and on behalf of all owners including the purchaser. As the body corporate will only be established once the first transfer of a unit in the development has occurred, the Seller shall from the completion date and until the date of the establishment of the body corporate bear the rights and obligations of the body corporate. In this regard, during the period from the completion date until date of transfer, the following conditions shall apply:

Time is Money Join Law Insider Premium to draft better contracts faster.