Conditions Precedent to Closing Clause Samples
The "Conditions Precedent to Closing" clause defines the specific requirements or events that must be satisfied before the parties are obligated to complete a transaction, such as a merger or asset purchase. These conditions may include obtaining regulatory approvals, securing financing, or ensuring that all representations and warranties remain true up to the closing date. By clearly outlining these prerequisites, the clause protects both parties by ensuring that critical obligations are met before finalizing the deal, thereby reducing the risk of post-closing disputes or unmet expectations.
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Conditions Precedent to Closing. Each purchase of Mortgage Loans hereunder shall be subject to each of the following conditions:
(a) All of the representations and warranties of the Seller under the PHH Guide, and of the Sellers and Purchaser under this Agreement shall be true and correct as of the related Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the PHH Guide;
(b) On or before the each Funding Date, the Seller shall submit to the Purchaser fully executed originals of the following documents:
(i) this Agreement, in four counterparts;
(ii) the Custodial Agreement, in four counterparts;
(iii) an Officers' Certificate, in the form of Exhibit 9 hereto, including all attachments thereto;
(iv) an Opinion of Counsel to the Seller;
(v) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any, which states that the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable;
(vi) the related Purchase Price and Terms Letter, together with the related Mortgage Loan Schedule;
(c) The closing documents for the Mortgage Loans to be purchased on each Funding Date shall consist of fully executed originals of the following documents:
(i) the related Purchase Price and Terms Letter together with the related Mortgage Loan Schedule;
(ii) this Agreement, as originally executed (subject to amendments), in four counterparts;
(iii) the Custodial Agreement, as originally executed (subject to amendments), in four counterparts;
(iv) an Officers' Certificate, in the form of Exhibit 9 hereto, as originally executed (subject to amendments), including all attachments thereto;
(v) an Opinion of Counsel to the Seller (to the extent requested by the Seller with respect to a specific sale of Mortgage Loans);
(vi) the related Mortgage Loan Schedule, one copy to be attached to each counterpart of this Agreement, and to each counterpart of the related Custodial Agreement; and
(vii) an Assignment, Assumption and Recognition Agreement, in the form of Exhibit 2.05 hereto.
(d) All other terms and conditions of this Agreement and the Purchase Price and Terms Letter shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided herein.
Conditions Precedent to Closing. The Local Church and Annual Conference acknowledge and agree that the obligations of the parties to effectuate the Closing on or about the Disaffiliation Date are expressly contingent and conditional on the following:
Conditions Precedent to Closing. (a) Notwithstanding any other provision of this Agreement or any of the other Transaction Documents, the obligation of the Purchaser to consummate the Closing shall be subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Purchaser):
(i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing.
(ii) Each of the representations and warranties of the Company contained in this Agreement and the other Transaction Documents to which the Company is a party shall be true and correct in all material respects as of the Closing (except that any such representation or warranty which speaks, by its terms, as of a specific date or time other than the Closing, shall be true and correct as of such date), and each of the covenants and agreements of the Company to be performed or complied with by the Company as of or prior to the Closing shall have been performed or complied with by the Company in all material respects.
(iii) The Company shall have delivered the certificates and the other documents (if any) required to be delivered by it pursuant to Section 2(b)(ii) in accordance with the provisions thereof.
(b) Notwithstanding any other provision of this Agreement or any of the other Transaction Documents, the obligation of the Company to consummate the Closing shall be subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by the Company):
(i) There shall not be in force any order or decree, statute, rule or regulation by any Governmental Authority restraining, enjoining or prohibiting the consummation of the Closing.
(ii) Each of the representations and warranties of the Purchaser contained in this Agreement and the other Transaction Documents to which the Purchaser is a party shall be true and correct in all material respects as of the Closing Date (except that the representation and warranty of the Purchaser set forth in Section 3(h) hereof shall be true and correct in all respects as of such date), and each of the covenants and agreements of the Purchaser to be performed or complied with by the Purchaser as of or prior to the Closing shall have been performed or complied with by the Purchaser in all material respects.
(iii) The Purchaser shall have paid the Purchase Price ...
Conditions Precedent to Closing. The obligation of Lender to make the Loan hereunder is subject to the fulfillment by Borrower or waiver by Lender of the following conditions precedent no later than the Closing Date:
Conditions Precedent to Closing. The agreement of Bank to enter into this Agreement on the Closing Date is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, each the following items and completed each of the following requirements:
(a) this Agreement;
(b) an officer’s certificate of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement;
(c) a financing statement (Form UCC-1);
(d) Borrower shall have opened and funded not less than $10,000 in deposit accounts held with Bank;
(e) payment of the fees and Bank Expenses then due specified in Section 2.5, which may be debited from any of Borrower’s accounts with Bank;
(f) current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral;
(g) current financial statements, including audited statements (or such other level required by the Investment Agreement) for Borrower’s most recently ended fiscal year, together with an unqualified opinion (or an opinion qualified only for going concern so long as Borrower’s investors provide additional equity as needed), company prepared consolidated and consolidating balance sheets, income statements, and statements of cash flows for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request;
(h) current Compliance Certificate in accordance with Section 6.2;
(i) a Warrant in form and substance satisfactory to Bank;
(j) a Borrower Information Certificate;
(k) a Guarantee and a General Security Agreement, in each case duly executed by Dermira Canada, together with an Officer’s Certificate authorizing the execution and delivery of the foregoing;
(l) confirmation by Bank that, on or before October 31, 2013, Borrower initiated Phase 2 clinical trials for at least two separate treatment programs (excluding the Phase 2A clinical trial program for LTS (lemuteporfin)); and
(m) such other documents or certificates, and completion of such other matters, as Bank may reasonably request.
Conditions Precedent to Closing. Each purchase of Mortgage Loans hereunder shall be subject to each of the following conditions:
(a) All of the representations and warranties of Seller under the Cendant Guide, and of Seller and Purchaser under this Agreement shall be true and correct as of the Funding Date, and no event shall have occurred which, with notice or the passage of time, would constitute an Event of Default under this Agreement or under the Cendant Guide;
(b) Purchaser shall have received, or Purchaser's attorneys shall have received in escrow, all closing documents as specified herein, in such forms as are agreed upon and acceptable to Purchaser, duly executed by all signatories other than Purchaser as required pursuant to the respective terms thereof;
(c) All other terms and conditions of this Agreement shall have been complied with. Subject to the foregoing conditions, Purchaser shall pay to Seller on each Funding Date the applicable Purchase Price as provided herein.
Conditions Precedent to Closing. The Closing is subject to the satisfaction of each of the conditions set forth in this Section 7.1 on the Closing Date.
Conditions Precedent to Closing. The obligation of Lender to make the Loan hereunder is subject to the fulfillment by Borrower or waiver by Lender of all of the conditions precedent to closing set forth in the application or term sheet for the Loan delivered by Borrower to Lender and the commitment or commitment rider, if any, to the application or term sheet for the Loan issued by Lender.
Conditions Precedent to Closing. The following conditions shall exist at the time of Closing hereunder, and the obligation of Purchaser to close hereunder shall be expressly conditioned upon and subject to the satisfaction (or written waiver by Purchaser) of each such condition:
A. Seller shall have delivered to Purchaser an estoppel certificate (a “Tenant Estoppel”) from those tenants listed on Exhibit K attached hereto (the “Required Tenant Estoppels”), and Seller will use commercially reasonable efforts to obtain Tenant Estoppels from all other tenants at the Property, substantially in the form of the tenant estoppel certificate attached hereto as Exhibit G, or is such form as is required by a Lease, dated after the Effective Date. Closing may be extended by Seller for up to fifteen (15) days to allow Seller to obtain the foregoing Tenant Estoppels.
B. Seller shall have used commercially reasonable efforts to deliver estoppel certificates dated after the effective date for any reciprocal easements agreement identified by Purchaser during the Title Review Period in the form and to the extent required under such agreements (the “REA Estoppels”). Closing may be extended by Seller for up to fifteen (15) days to allow Seller to obtain the REA Estoppels.
C. The Title Company will be in a position to issue a policy of title insurance to Purchaser in the full amount of the Purchase Price showing title vested in the Purchaser, subject only to the Permitted Exceptions.
D. SNDAs for all recorded Leases and all Leases required by Purchaser’s lender, in form and substance reasonably acceptable to Purchaser’s lender. If any one or more of the conditions set forth above are not satisfied as of the date specified for Closing hereunder, then Purchaser shall, at its option, either (a) waive such condition in writing and make full Closing under this Agreement without any adjustment in the Purchase Price, (b) further extend Closing for up to thirty (30) days to allow Seller additional time to satisfy the conditions, or (c) terminate this Agreement, whereupon the Deposit will be paid to the Purchaser and Seller and Purchaser shall be thereupon released from all further liability or obligation under the Agreement. Purchaser shall have the right to waive some or all of the foregoing conditions as determined in its sole and absolute discretion; provided, however, that no such waiver shall be effective or binding on Purchaser unless it is in writing and executed by Purchaser.
Conditions Precedent to Closing. The following are conditions precedent to Buyer's obligations under this Agreement (the "Buyer Conditions Precedent"). The Buyer Conditions Precedent are intended solely for the benefit of Buyer and may be waived only by Buyer in writing. In the event any Buyer Condition Precedent is not satisfied, Buyer may, in its sole and absolute discretion, terminate this Agreement and all obligations of Buyer and Seller hereunder (except provisions of this Agreement which recite that they survive termination) shall terminate and be of no further force or effect.
(a) Buyer's inspection, review and approval, within the Inspection Period, of all aspects of the Real Property.
(b) The issuance by the Title Company to Buyer of the Title Policy subject only to the Approved Title Exceptions and including the Endorsements.
(c) Buyer's receipt, within the Inspection Period, of an "as-built" ALTA/ACSM survey (the "Survey") of the Real Property, reflecting all plottable items referred to in the Preliminary Report (defined on Exhibit N), prepared by a surveyor or civil engineer licensed in the State of California, complying with the requirements, and containing the certification, set forth in Exhibit O attached hereto.
(d) All of Seller's representations and warranties contained in or made pursuant to this Agreement shall have been true and correct when made and shall be true and correct as of the Closing Date.
(e) Seller shall have fully complied with all of Seller's duties and obligations contained in this Agreement.
(f) There shall not have first arisen between the end of the Inspection Period and the Closing Date, any litigation or administrative agency action or other pending governmental proceeding which, after Closing, would, in Buyer's reasonable discretion, materially adversely affect the value of the Real Property or the ability of Buyer to operate the Real Property in the manner in which it is currently being operated, nor any pending proceedings which would cause the redesignation or other modification of the zoning classification of, or of any building or environmental code requirements applicable to, any of the Real Property. Seller shall notify Buyer promptly upon Seller's having knowledge of any litigation to which Seller is a party or of any administrative proceeding specifically relating to the Real Property.
(g) Seller shall have provided Buyer with an updated Lease Schedule three (3) business days prior to Closing, which updated Lease Schedule must not indicat...