Closing Condition. The obligations of all of the parties to consummate an Exchange pursuant to this Section 2.1 shall be subject to the condition that there shall be no injunction, restraining order or decree of any nature of any Governmental Entity that is in effect that restrains or prohibits the exchange of Partnership Units for Class A Shares.
Closing Condition. It shall be a condition to Closing that, at the Closing, the Closing Condition is satisfied. “Closing Condition” means that, effective as of the Closing, Escrow Agent is irrevocably committed to issue, upon payment of a premium at then-current premium rates, (a) an endorsement to Xxxxxxx Buyer’s owner’s policy of title insurance in the form attached to this Amendment as Exhibit A (the “Owner Endorsement”), (b) an endorsement to Xxxxxxx Buyer’s owner’s policy of title insurance in the form attached to this Amendment as Exhibit B, and (c) an endorsement to the mortgagee policy of title insurance obtained by Xxxxxxx Buyer’s lender that is the “mortgagee policy” equivalent of the Owner Endorsement. In the event the Closing Condition is not satisfied on the Closing Date, then Buyer shall have the option, exercisable by written notice to Sellers, of (y) waiving the unsatisfied Closing Condition, with no deduction from or adjustment of the Purchase Price, or (z) declining to proceed to Closing. In the latter event, except as expressly set forth herein, all obligations, liabilities and rights of the parties under this Agreement shall terminate, and the Deposit (together with interest thereon) shall be returned to Buyer. Notwithstanding the foregoing, in the event Escrow Agent indicates that it is unable to issue the endorsements necessary to satisfy the Closing Condition, the Seller shall have the right to replace the Escrow Agent with First American Title Insurance Company (“FATCO”) to act as Escrow Agent and to insure Xxxxxxx under the Agreement, in which case, subject to the satisfaction of the Closing Condition by FATCO and the issuance of the title insurance policy for Xxxxxxx by FATCO in the form previously approved by Escrow Agent (with such revisions as may be reasonably requested by Buyer), Buyer shall proceed with the Closing, subject to the remaining terms hereof (including, without limitation, that Buyer shall pay the premium for the title insurance policy issued by FATCO).
Closing Condition. 3.1 Closing is conditional on the completion of the Share Proposal and the Scheme in accordance with the terms and conditions set out in the Scheme Document including for the avoidance of doubt, the withdrawal of the listing of the Shares on the Hong Kong Stock Exchange and the delisting of the Netcom ADSs from the New York Stock Exchange (the “Closing Condition”).
Closing Condition. This Agreement is subject to the consummation of the Merger. If the Merger does not close, this Agreement shall be null and void.
Closing Condition. The Sellers and the Purchaser shall only be obliged to proceed to Closing if the condition referred to below (the “Closing Condition”) has been fulfilled:
Closing Condition. Parent, Buyer and Seller agree that the Closing shall occur upon Seller's receipt of the Purchase Price pursuant to Section 2.2, which shall be the first Business Day after the date hereof. Parent, Buyer and Seller agree to use the date that the Seller receives the Purchase Price as the Closing Date on the parties' respective Internal Revenue Service Form 8594. The transactions contemplated by the Purchase Agreement shall be deemed effective as of 12:01 a.m. on the Closing Date.
Closing Condition. 4.2.1 The obligations of the Sellers and the Purchaser to carry out the Closing shall be subject to the satisfaction of one of the following alternatives (heretofore and hereinafter referred to as the “Closing Condition”) and such satisfaction having been notified to the Parties: • the German Federal Cartel Office (Bundeskartellamt) has notified the Parties that the requirements for the prohibition of a merger as laid down in section 36 (1) GWB are not fulfilled; or • the one month waiting period after the filing of a complete notification pursuant to section 40 (1) GWB has expired without the Parties having been notified by the German Federal Cartel Office that it intends to enter into in-depth investigations of the transactions contemplated by this Agreement; or • the German Federal Cartel Office has issued a decision pursuant to section 40 (2) sentence 2 GWB to the effect that the transactions contemplated by this Agreement have been cleared; or • the waiting period of four months or an extended waiting period pursuant to section 40 (2) sentence 2 GWB has expired without the German Federal Cartel Office having issued a prohibition order.
Closing Condition. The parties acknowledge and agree that it is a condition to making the Distribution and consummating the other transactions herein contemplated to be consummated on the Distribution Date that no permanent injunction or preliminary injunction or other order shall have been entered, and not vacated, by a court or administrative agency of competent jurisdiction, in any proceeding or action, which enjoins, restrains, makes illegal or prohibits consummation of the transactions contemplated hereby, but that the threat or existence of any other litigation, action or other proceeding at law or in equity shall not prevent the consummation of such transactions.
Closing Condition. Prior (and as a condition) to the Closing, Xxxxx agrees to reimburse the Company for $16,989.37 of his personal expenses charged to the Company’s credit card and known as of the date of execution of this Agreement. In addition, prior (and as a condition) to the Closing, IDT and the Company shall have executed a settlement agreement with respect to certain outstanding legal fees and settlement costs, and the Company shall have paid IDT all amounts due thereunder.
Closing Condition. Buyer's and Seller's obligations hereunder are subject to and conditioned upon satisfaction of the following condition (the "Closing Condition" on or before one hundred twenty days (120 days) from the date hereof. Seller's eviction of Henderson Bowl, Inc. ("HBI") from the Premises and ability to deliver possession of the Premises to Buyer as the closing or Seller's entry into an agreement with HBI establishing arrangements for HBI to remain at the Premises for an agreed-upon period and for HBI's subsequent departure from the Premises. Any such agreement shall have been approved in writing by Buyer in its sole and absolute discretion. This contingency would also be considered satisfied despite the filing of a lawsuit or insolvency proceeding by HBI and/or its principal, Xxxxxx Xxxxx, provided that possession of the Premises is not at issue.
