Conditions Prior to Closing Sample Clauses

Conditions Prior to Closing. In addition to satisfaction in full of the requirements set forth in Section 5, the following conditions precedent shall be completely satisfied prior to the first advance of Loan proceeds under this Agreement, which conditions precedent inure solely to the benefit of and may be waived only in writing by the Bank:
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Conditions Prior to Closing. This Agreement is valid and effective as at the date first written above.
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Conditions Prior to Closing. Until GLBN has acquired a full and clear title to all Sale Shares pursuant to this Agreement, the Sellers warrant that the Company shall not, unless GLBN shall otherwise agree in writing:
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Conditions Prior to Closing. (1) The obligations of Purchaser to close this transaction and purchase the Assets pursuant to the terms and conditions of this Agreement and to consummate the transactions described in or contemplated by this Agreement are subject to the satisfaction prior to or as of the Closing Date of all of the following: (A) completion of Purchaser's due diligence review of the Business and the Assets to Purchaser's sole satisfaction; (B) all representations and warranties of Seller in this Agreement remain true and correct in all material respects at all times prior to and as of the Closing Date and all of the obligations and covenants of Seller to be performed on or before the Closing Date pursuant to the terms and conditions of this Agreement are performed in all material respects, and Seller has not taken any action which it agreed not to take in this Agreement; (C) none of the Assets shall have suffered any destruction or damage by fire, accident or other casualty, or act of god which destruction or damage would have a material adverse effect on the conduct of the Business; (D) the general closing conditions set forth in Section 10(c) have been satisfied in full; (E) the acquisition by Purchaser of all permits, licenses, authorizations, registrations, consents, and approvals deemed necessary by Purchaser to conduct the Business as of the Closing Date; (F) Seller will have caused to be delivered to Purchaser payoff letters or statements and Purchaser will have received written commitments to deliver termination statements of any financing statements and releases of any Liens covering any of the Assets upon receipt of payment in full of the indebtedness secured thereby; and (G) the board of directors of Purchaser and Parent will have approved the execution and delivery of this Agreement and all of the transactions set forth in this Agreement. (2) The obligations of Seller and the Shareholders to close this transaction and sell the Assets pursuant to the terms and conditions of this Agreement and to consummate the transactions described in or contemplated by this Agreement are subject to the satisfaction prior to or as of the Closing Date of all of the following: (A) all representations and warranties of Purchaser and Parent in this Agreement remain true and correct in all material respects at all times prior to and as of the Closing Date and all of the obligations and covenants of Purchaser and Parent to be performed on or before the Closing Date pursuant to the t...
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Conditions Prior to Closing. The obligation of Buyer to consummate the transaction set forth herein is expressly subject to satisfaction on or prior to the Closing Date of each and every of the following conditions, any of which may be waived in writing by the Buyer.
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Conditions Prior to Closing. 8.1 The Buyers shall have obtained the required regulatory approval from the European Commission and any other administrative authority which may have authority in connection with the consummation of the transaction contemplated in this Agreement as listed in Schedule 8.1 and, unless Buyers have waived the two following clauses, (a) the Business shall have suffered no Material Adverse Change since the date hereof and (b) all Third Party consents listed on Schedule 7.4 Part I shall have been obtained. Copies of all such Third Party consents shall have been delivered to the Buyers.
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Conditions Prior to Closing 
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Related to Conditions Prior to Closing

  • Operations Prior to Closing Between the date of the execution of this Agreement and Closing:

  • Actions Prior to Closing From the date hereof until the Closing Date, Contributor shall not take any action or fail to take any action the result of which could (1) have a material adverse effect on the Contributed Interests or the Operating Partnership’s ownership thereof, or any Material Adverse Effect on any Contributed Entity or Property after the Closing Date or (2) cause any of the representations and warranties contained in this Section 2.2 to be untrue as of the Closing Date.

  • Operations Prior to the Closing Date (a) Seller shall use its commercially reasonable efforts to, and to cause the Companies to, operate and carry on the Business in the ordinary course and substantially as operated immediately prior to the date of this Agreement. Consistent with the foregoing, Seller shall use its commercially reasonable efforts, and shall cause the Companies to use their commercially reasonable efforts, consistent with good business practice, to preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Business.

  • COVENANTS PRIOR TO CLOSING 37 7.1 Access and Cooperation; Due Diligence...........................37 7.2 Conduct of Business Pending Closing.............................38 7.3

  • Termination Prior to Closing This Agreement may be terminated at any time prior to the Closing:

  • Conduct Prior to Closing Without in any way limiting any other obligations of the Vendor hereunder, during the period from the date hereof to the Time of Closing:

  • Conditions Precedent to the Closing Conditions precedent to the Closing are as follows:

  • Prior to Closing Seller shall deliver to Buyer a list of employees of the Stations that Seller does not intend to retain after Closing. Buyer may interview and elect to hire such listed employees, but not any other employees of Seller. Buyer is obligated to hire only those employees that are under employment contracts (and assume Seller's obligations and liabilities under such employment contracts) which are included in the Station Contracts. With respect to employees hired by Buyer ("Transferred Employees"), to the extent permitted by law Seller shall provide Buyer access to its personnel records and such other information as Buyer may reasonably request prior to Closing. With respect to such hired employees, Seller shall be responsible for the payment of all compensation and accrued employee benefits payable by it until Closing and thereafter Buyer shall be responsible for all such obligations payable by it. Buyer shall cause all employees it hires to be eligible to participate in its "employee welfare benefit plans" and "employee pension benefit plans" (as defined in Section 3(l) and 3(2) of ERISA, respectively) in which similarly situated employees are generally eligible to participate; provided, however, that all such employees and their spouses and dependents shall be eligible for coverage immediately after Closing (and shall not be excluded from coverage on account of any pre-existing condition) to the extent provided under such plans. For purposes of any length of service requirements, waiting periods, vesting periods or differential benefits based on length of service in any such plan for which such employees may be eligible after Closing, Buyer shall ensure that service with Seller shall be deemed to have been service with the Buyer. In addition, Buyer shall ensure that each such employee receives credit under any welfare benefit plan of Buyer for any deductibles or co- payments paid by such employees and dependents for the current plan year under a plan maintained by Seller. Notwithstanding any other provision contained herein, Buyer shall grant credit to each such employee for all unused sick leave accrued as of Closing as an employee of Seller. Notwithstanding any other provision contained herein, Buyer shall assume and discharge Seller's liabilities for the payment of all unused vacation leave accrued by such employees as of Closing.

  • 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 Date The obligation of the Lenders to make each Loan hereunder, and the obligation of the Letter of Credit Issuer to issue Letters of Credit hereunder, in each case, on the Closing Date are subject to the satisfaction on or prior to the Closing Date of each of the following conditions:

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