Closing Documents and Conditions Clause Samples
The "Closing Documents and Conditions" clause outlines the specific documents and requirements that must be satisfied before a transaction, such as a sale or financing, can be finalized. Typically, this clause lists items like executed agreements, proof of insurance, regulatory approvals, or other deliverables that each party must provide at closing. By clearly specifying these prerequisites, the clause ensures that all necessary legal and practical steps are completed, reducing the risk of disputes and facilitating a smooth and enforceable closing process.
Closing Documents and Conditions. The obligations of the Underwriters hereunder to purchase the Offered Receipts shall be conditional upon:
(a) all representations and warranties and other statements of the Corporation herein being, at the date of this Agreement and at and as of the Closing Time, true and correct in all material respects (or, if qualified by materiality, in all respects);
(b) the Corporation having performed in all material respects, at the Closing Time, all of its obligations hereunder theretofore to be performed;
(c) prior to the Closing Time, FINRA shall have advised the Underwriters in writing that it has not objected to the underwriting and other terms and arrangements relating to the offering of the Offered Securities;
(d) receipt by the Underwriters of favourable legal opinions of the Corporation’s Canadian Counsel addressed to the Underwriters and the Underwriters’ Canadian Counsel, in form and substance reasonably satisfactory to the Underwriters, with respect to such matters as the Underwriters may reasonably request relating to the Corporation, the offering of the Offered Receipts and the transactions contemplated hereby, including, without limitation, that:
(i) the Corporation and each of its material subsidiaries (as designated by the Underwriters) have been duly created, incorporated, or amalgamated, as the case may be, and are validly subsisting and have all requisite corporate capacity, power and authority to own and lease their properties and assets and to carry on their respective businesses as now conducted by them and as described in the Offering Documents and are qualified to carry on business under the laws of each of the jurisdictions in which they carry on a material portion of their respective businesses;
(ii) the Corporation has full corporate power and authority to enter into this Agreement, the Subscription Receipt Agreement and the Acquisition Agreement and to perform its obligations set out herein and therein, and this Agreement, the Subscription Receipt Agreement and the Acquisition Agreement have been duly authorized, executed and delivered by the Corporation and each of this Agreement, the Subscription Receipt Agreement and the Acquisition Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except that the validity, binding effect and enforceability of the terms of agreements and documents are subject to the qualification that such validity, binding...
Closing Documents and Conditions