CLOSING CONDITIONS     50 Sample Clauses

CLOSING CONDITIONS     50. 6.1 Conditions Precedent to Obligation of MSP and Buyer 50 6.2 Conditions Precedent to Obligation of Sellers 52
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CLOSING CONDITIONS     50. Section 7.1 Conditions to Obligations of Each Party Under This Agreement 50 Section 7.2 Additional Conditions to Obligations of Parent and Merger Sub 50 Section 7.3 Additional Conditions to Obligations of the Company 51 Article 8. Termination, Amendment and Waiver 52 Section 8.1 Termination 52 Section 8.2 Effect of Termination 53 Section 8.3 Amendment 54 Section 8.4 Waiver 54 Section 8.5 Fees and Expenses 54 Article 9. General Provisions 55 Section 9.1 Non-Survival of Representations and Warranties 55 Section 9.2 Notices 55 Section 9.3 Headings 56 Section 9.4 Severability 56 Section 9.5 Entire Agreement 56 Section 9.6 Assignment 56 Section 9.7 Parties in Interest 56 Section 9.8 Mutual Drafting 56 Section 9.9 Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury 56 Section 9.10 Disclosure 57 Section 9.11 Counterparts 57 Section 9.12 Remedies Cumulative; Specific Performance 57 Section 9.13 Interpretation 58 EXHIBITS Exhibit A Form of Voting Agreement AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER is dated as of December 8, 2005 (this “Agreement”), by and among Electronic Arts Inc. a Delaware corporation (“Parent”), EArts(Delaware), Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and JAMDAT Mobile Inc., a Delaware corporation (the “Company”).
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Related to CLOSING CONDITIONS     50

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

  • Post-Closing Conditions On or before each of the dates specified in this Section 4.3, Borrower shall satisfy each of the items specified in the subsections below:

  • Seller’s Closing Conditions The obligations of Seller under this Agreement are subject, at the option of Seller, to the satisfaction, at or prior to the Closing, of the following conditions:

  • Buyer’s Closing Conditions The obligations of Buyer under this Agreement are subject, at the option of Buyer, to the satisfaction, at or prior to the Closing, of the following conditions:

  • Satisfaction of Closing Conditions The Vendors agree to use their best efforts to ensure that the conditions set forth in Section 5.1, and the Purchaser agrees to use its best efforts to ensure that the conditions set forth in Section 5.3, are fulfilled at or prior to the Closing Time.

  • Actions to Satisfy Closing Conditions Each Party shall take all actions as are within its power and otherwise use its commercially reasonable efforts so as to ensure compliance with the conditions set forth in this Section 6.

  • Conditions to the Closing Date The obligations of each Bank to make the Loans contemplated by subsections 2.1 and 2.2 and of the Issuing Bank to issue Letters of Credit contemplated by subsection 3.1 shall be subject to the compliance by the Company with its agreements herein contained and to the satisfaction of the following conditions on or before the Closing Date:

  • 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.

  • 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.

  • Conditions to the Purchasers’ Obligations at Closing The obligations of the Purchaser to purchase Shares at the Closing are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived:

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