CONDITIONS PRECEDENT FOR CLOSING Clause Samples

CONDITIONS PRECEDENT FOR CLOSING. The obligation of Lender to make the Loan, and to make any Advance at Closing, is subject to the following express conditions precedent, all of which shall have been satisfied prior to Closing:

CONDITIONS PRECEDENT FOR CLOSING. The obligation of the BUYER to pay the SELLER the purchase price under Section 2 and to execute the Deed of Absolute Sale covering the sale and transfer to the BUYER of the factory building and all rights, title and interest of the SELLER in and to the same is subject to the fulfilment of all the following conditions precedent: (a) Execution of the Deed of Absolute Sale over the Land Parcels by the owner in favor of the BUYER. (b) All the representations and warranties of the SELLER shall be true and in effect as of the date of the Deed of Absolute Sale. (c) The SELLER shall have submitted to the BUYER the following documents on or before the date of the Deed of Absolute Sale: (i) clearance from the Provincial Treasurer’s Office that all real property taxes and assessments due on the factory building have been paid as of the date of the Deed of Absolute Sale; and (ii) Declaration of Real Property in the original and in the name of the SELLER corresponding to the factory building. Upon the fulfilment of the foregoing conditions precedent, the closing of the transaction covered hereby shall take place, and the Deed of Absolute Sale shall be executed by the parties hereto, on the third working day from the date all the foregoing conditions have been fulfilled. The closing date may, however, be extended upon the mutual agreement of the parties.

CONDITIONS PRECEDENT FOR CLOSING. The agreement stipulates that the parties’ contractual obligations are subject to certain conditions, including the accuracy of the Seller’s representations and warranties. The agreement further requires that the Seller, or in the event of a spin-off, any successor of the Seller, will obtain (i) written consent from third parties regarding certain financial agreements entered into with União Terminais prior to the change of control, and (ii) a final and unconditional release of the liens on the acquired shares of União Terminais owned by Unipar. The agreement also provides that prior written consent to the transaction must be obtained from the Sao Paulo State Port Authority (Companhia Docas do Estado de Sao Paulo – CODESP), the Rio de Janeiro State Port Authority (Companhia Docas do Rio de Janeiro – CDRJ) and the Port Operator of Paranagua and Antonina (Administração dos Portos de Paranaguá e Antonina APPA). Ultrapar Participações S.A. and Subsidiaries

CONDITIONS PRECEDENT FOR CLOSING. The effectiveness of this Agreement shall be subject to the satisfaction of the following Precedent Conditions: (a) The delivery by Seller to Purchaser of a certified copy by the Secretary of the Company of the shareholders resolutions authorizing the amendment to Clause X of the Company's by-laws. (b) The delivery by Seller to Purchaser of a certified copy by the Secretary of the Company of the shareholders resolutions accepting of the resignation of the current members of the Board of Directors, officers, examiners, agents and representatives, ratifying any action or agreement performed or executed by those and waiving any action from the Company against those, and of the delivery. (c) The delivery by Seller to Purchaser of satisfactory evidence of the cancellation of the pledge over the Company shares in favor of TV Azteca, S.A. de C.V. (d) The execution of the employment and management letter of intents between the Company and the following employees: Mario ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ De law ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ de ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (collectively, the "Management Team"). (e) The issuance of a legal opinion by White & Case, S.C. as counsel to Seller. (f) The delivery by Seller to Purchaser of the acknowledgment of payment and waiver by the Management Team of any right or action of any kind against the Company in regard to any stock option plan of the Company.

CONDITIONS PRECEDENT FOR CLOSING. The obligations of the parties to be performed on the Closing Date shall be subject to the satisfaction prior to or at the Closing of the conditions precedent specified in this Clause 5 unless waived by the party in favour of which the condition concerned has been agreed upon.

CONDITIONS PRECEDENT FOR CLOSING. The obligation of Lender to make the Loan and each and every Advance is subject to the following express conditions precedent, all of which, unless otherwise provided below, shall have been satisfied prior to the recording of the Deed of Trust:

CONDITIONS PRECEDENT FOR CLOSING. The obligation of each Bank to accept delivery of the Notes is subject to the satisfaction of each of the following conditions precedent:

CONDITIONS PRECEDENT FOR CLOSING. 1. The performance of the Transfer by each party will be subject to all of the following conditions being satisfied as of the Transfer Date. The parties may waive all or part of these conditions at their discretion. However, the party will be permitted to waive these conditions if it has not performed any of the matters it is required to perform by the Transfer Date. (1) There are no rulings, decisions, orders, recommendations, or other judgments of judiciary or administrative institutions or the like seeking the prohibition or restriction of the Transfer, and there are no procedures pending in regard to any of the foregoing. (2) If it is necessary for ZHD to obtain consent to the Transfer from the Existing Licensees under the agreements therewith, ZHD has obtained consent to the Transfer from all of the Existing Licensees from whom consent is necessary. (3) If it is necessary for ZHD to send notification regarding the Transfer to the Existing Licensees under the agreements therewith, ZHD has sent notifications regarding the Transfer to all of the Existing Licensees to whom notification is necessary. (4) All of the agreements relating to licenses of the Marks and the Labels executed by ZHD with all of the Existing Licensees by the Transfer Date have been terminated with all of that Existing Licensee, or it is certain that they will be terminated upon the performance of the Transfer. (5) ZHD has newly executed agreements relating to the sublicensing of the Marks and the Labels after the Transfer with the Licensees (excluding PayPay Insurance Service Corporation, PayPay Investments Corporation, PayPay Asset Management Corporation, and PayPay Bank Corporation, and including ZHD Group companies added as Licensees from the execution date of this Agreement until the day before the Transfer Date under the provisions of Exhibit 6), and Z Financial Corporation has newly executed agreements relating to the further sublicensing of the Marks and the Labels after the Transfer with PayPay Insurance Service Corporation, PayPay Investments Corporation, PayPay Asset Management Corporation, and PayPay Bank Corporation, which are its Subsidiaries. (6) PayPay has newly executed agreements relating to the license of the Marks and the Labels after the Transfer with the Existing Licensees (however, excluding the Licensees (including ZHD Group companies added as Licensees from the execution date of this Agreement until the Transfer Date under the provisions of Exhibit 6)). (7) Th...

CONDITIONS PRECEDENT FOR CLOSING