Closing Contingency Clause Samples
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Closing Contingency. The parties acknowledge and agree that, notwithstanding anything to the contrary contained in this Agreement:
a. Buyer shall have until March 1, 1998 (the "Due Diligence Deadline") to conduct their financial and legal due diligence of the Company and the JAG Subsidiaries, which financial due diligence shall be conducted at the sole cost and expense of BAG and Sub. From the date hereof until the Due Diligence Deadline (the "Due Diligence Period"), the Stockholder, the Company, each JAG Subsidiary, and the officers, employees, agents and representatives of each, as applicable, shall make their best good faith effort to cooperate with BAG, Sub, and BAG and Sub's officers, employees, agents and representatives to enable BAG and Sub to conduct said due diligence, such cooperation to include, without limitation, the access described in Section 5.2 hereof.
b. Buyer shall have the option to terminate this Agreement at any time on or before the Due Diligence Deadline if BAG's and/or Sub's due diligence reveals any matter or matters which, in the sole and absolute discretion of BAG and/or Sub, materially and adversely affect the valuation of the Company and the JAG Subsidiaries for purposes of the transactions contemplated hereby.
c. In the event Buyer elects to terminate this Agreement pursuant to this Section 1.1, BAG and/or Sub shall provide notice of such election to the Stockholder on or prior to the Due Diligence Deadline, BAG and Sub shall pay to the Stockholder the Termination Fee in accordance with Section 8.3(c) hereof, and this Agreement shall terminate with the effect set forth in Section 8.3 hereof as of the date of such election notice.
d. In the event Buyer does not elect to terminate this Agreement pursuant to this Section 1.1, or if BAG and/or Sub do not provide the election notice described in Section l.l(c) above to the Stockholder, then this Agreement shall remain in full force and effect (unless otherwise terminated in accordance with Article 8 hereof).
Closing Contingency. This Agreement will only become effective upon the successful closing of the purchase and sale of the Hotel from an affiliate of Manager to an affiliate of Lessee.
Closing Contingency. The Closing shall take place at the offices of CALI, or at such other time and place as the Parties mutually agree upon, but in no event later than October 17, 2005 (the “Closing”). The Parties agree that in the event the Exchange Agreement does not close for any reason then this Agreement shall be null and void and without any liability whatsoever to either Party and without Notice to any Party and shall simply terminate by the passage of time.
Closing Contingency. This Agreement shall not become effective until the closing of the Merger (“Closing”), and Employee shall not be entitled to any of the benefits in this Agreement until the Scheduled Separation Date as defined below. At any time prior to the Closing, Aviv REIT reserves the right, at its sole discretion, to amend or terminate this Agreement.
Closing Contingency. Close hereunder as soon as practicable upon the reduction of the Cornell Facility from its current balance of about Nine Hundred Fifty Thousand Dollars ($950,000) to a balance of Five Hundred Thousand Dollars ($500,000) and the release by Cornell of its lien on the PA Building.
Closing Contingency. This Lease is contingent on the closing of the purchase of the Premises by ▇▇▇▇▇▇ (or Lessor’s affiliate) pursuant to that certain Purchase and Sale Agreement and Joint Escrow Instructions dated [ ](as may be amended and assigned from time to time, the “PSA”), by and between [ ], as seller, and Lessor, as buyer. If the transactions contemplated by the PSA do not close for any reason, and the PSA is terminated, then this Lease shall terminate concurrently therewith and be of no further force and effect as of such date, and the Parties hereto shall be relieved of all obligations to each other owed pursuant to this Lease, except for those obligations which expressly survive the expiration or earlier termination of this Lease.
Closing Contingency. Notwithstanding anything to the contrary in this Agreement, the Parties’ respective obligations to close the transactions contemplated by this Agreement are contingent upon the simultaneous closing by the Parties of all of the Terminals identified herein, along with the simultaneous closing of the sale and purchase of Exxon Mobil Corporation’s Arcadia, LA terminal under a separate agreement, the closing of the sale and purchase of Mobil Pipe Line Company’s Hearne, TX (West) terminal under a separate agreement, and the closing of the sale and purchase of Mobil Pipeline Company’s Magtex Pipeline System, also under a separate agreement.
Closing Contingency. The Parties agree that: (a) the Closing of the Casino Property and Bobtail Property must occur simultaneously; (b) either the Casino Property or the Bobtail Property may not close independently of the other; (c) any contingencies to closing the Casino Property or the Bobtail Property described in this Contract are also conditions to the Closing of the transaction contemplated by this Contract as a whole; and (d) in the event of any default by either Seller under this Contract then the other Seller shall be automatically deemed to be in default of this Contract, and Purchaser shall have the right to exercise the remedies specified in Section 9.2 of this Contract.
Closing Contingency. The last sentence of Section 5 of the Agreement is hereby deleted in its entirety and replaced as follows: If the IPO Contingency has not been satisfied by Purchaser on or before September 14, 2010 or if the remaining conditions to Sellers obligation to close set forth in this Section 5 have not been satisfied as of the Closing Date (other than by reason of any Seller’s, Acquired Company’s, Tenant’s, Florida Tenant’s or Manager’s failure to comply in all material respects with any of its obligations under this Agreement), Sellers shall have the right to terminate this Agreement by notifying Purchaser in writing whereupon, provided Purchaser has not exercised the Second Extension Option, Purchaser shall be entitled to a return of the Deposit, less, if Purchaser has exercised the First Extension Option, the First Extension Payment, and thereafter Sellers and Purchaser shall have no further obligations or liabilities hereunder except for those obligations or liabilities which expressly survive the termination of this Agreement.
Closing Contingency. Notwithstanding anything contained in this tease to the contrary, Landlord or Tenant shall have the right to terminate this Lease, if Landlord does not on or before January 31. 2002 provide Tenant in form reasonably satisfactory to Tenant, evidence that Landlord has effectuated the purchase of the Development ("Notice of Commencement"). Tenant may exercise its right to terminate this Lease under this Section by delivering thirty (30) days written notice of termination to Landlord on or after January 31, 2002; however, in the event that Landlord's purchase of the Development occurs on or before the end of the aforementioned thirty (30) day period then said notice and right to terminate shall be void and of no further force or effect.