Mutual Conditions to Closing Clause Samples
The "Mutual Conditions to Closing" clause sets out the specific requirements that both parties must satisfy before a transaction can be finalized. These conditions typically include obtaining necessary regulatory approvals, ensuring no legal barriers exist, and confirming that all representations and warranties remain true up to the closing date. By clearly outlining these prerequisites, the clause ensures that neither party is obligated to complete the transaction unless all agreed-upon conditions are met, thereby protecting both sides from unforeseen risks or incomplete obligations.
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Mutual Conditions to Closing. The obligations of the Parties to consummate each Closing are subject to the satisfaction or waiver of the following conditions at or prior to the applicable Closing:
Mutual Conditions to Closing. The obligations of the Investor and the Company to consummate the Closing are subject to the fulfillment as of the Closing Date of the following conditions:
Mutual Conditions to Closing. The mutual obligations of Seller and Purchaser to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver by Seller or Purchaser, as applicable) on or prior to Closing of each of the following conditions precedent:
Mutual Conditions to Closing. The respective obligations of Newco, Merger Sub and the Company to consummate the Merger shall be subject to the satisfaction of each of the following conditions prior to or at the Closing:
Mutual Conditions to Closing. The respective obligations of each party to consummate the transactions contemplated by this Agreement will be subject to the fulfillment at or prior to the Closing, of each of the following conditions:
(a) This Agreement will have been approved by the shareholders of the Company by the Requisite Shareholder Vote in accordance with the Company’s articles of incorporation, bylaws and the NMBCA;
(b) No Law which prohibits, restrains or enjoins the consummation of the transactions contemplated by this Agreement will have been enacted, entered, promulgated or enforced by any United States federal or state Governmental Authority, unless failing to comply with such Law would not, individually or in the aggregate, reasonably be expected to either result in a Material Adverse Effect or lead to the criminal prosecution of any officer or director of Acquiror, the Company or their respective Affiliates; provided, however, that prior to invoking this condition each party agrees to comply with Section 6.8;
(c) No action, suit or proceeding instituted by any United States federal or state Governmental Authority will be pending seeking to prohibit, restrain or enjoin or challenging the consummation of the transactions contemplated by this Agreement, unless any such action, suit or proceeding would not, individually or in the aggregate, reasonably be expected to either result in a Material Adverse Effect or lead to the criminal prosecution of any officer or director of Acquiror, the Company, or their respective Affiliates; and
(i) The waiting period (and any extension thereof) applicable to the transactions contemplated by this Agreement under the HSR Act will have been terminated or will have expired and (ii) all other required approvals pursuant to any Antitrust Law of any Governmental Authority will have been obtained or waiting periods thereunder will have been terminated or will have expired, unless if failure to obtain such approval or failure of such waiting period to terminate or expire would not, individually or in the aggregate, reasonably be expected to either result in a Material Adverse Effect or lead to the criminal prosecution of any officer of director of Acquiror, the Company, or their respective Affiliates.
(e) The Spin-Off shall have been completed as of the Business Day immediately preceding the Closing Date, and all documents required to be delivered in connection with the Spin-Off shall have been executed and delivered by all parties thereto.
Mutual Conditions to Closing. The obligations of Purchasers, on the one hand, and the Partnership, on the other hand, to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction as of the Closing of each of the following conditions (any or all of which may be waived by a party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law):
(i) no statute, rule, order, decree, or regulation shall have been enacted or promulgated by any Governmental Entity which temporarily, preliminarily, or permanently restrains, precludes, enjoins, or otherwise prohibits the consummation of the transactions contemplated hereby or under the other Transaction Documents or makes the transactions contemplated hereby or under the other Transaction Documents illegal; provided, that unless an order or decree is issued because (A) the Partnership breached a warranty, covenant, or agreement by it in this Agreement, no order or decree issued in connection with a Proceeding instituted by any Purchaser or its Affiliates shall be a condition to the obligations of Purchasers to consummate the transactions contemplated by this Agreement or (B) a Purchaser breached a warranty, covenant, or agreement by it in this Agreement, no order or decree issued in connection with a Proceeding instituted by the Partnership or any of its Affiliates shall be a condition to the obligations of the Partnership to consummate the transactions contemplated by this Agreement; and
(ii) there shall not be pending any suit, action, or proceeding initiated by any Governmental Entity seeking to restrain, preclude, enjoin, or prohibit the transactions contemplated hereby or under the other Transaction Documents.
Mutual Conditions to Closing. The respective obligations of the Buyers, the Seller and the Company to consummate the Transactions shall be subject to fulfillment at or prior to the Closing of the following conditions, any one or more of which may be waived by mutual written agreement of the Buyers and the Seller:
Mutual Conditions to Closing. The obligations of each Party to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver by such Party) on or prior to the Closing of each of the following conditions precedent:
Mutual Conditions to Closing. The respective obligations of Parent, Merger Sub One, Merger Sub Two and the Company to consummate the First Merger shall be subject to the satisfaction (or written waiver by each of Parent and the Company, where permissible under applicable Law), at or prior to the Closing, of each of the following conditions:
Mutual Conditions to Closing. The parties’ obligations to effect the Closing are subject to the fulfillment or (to the extent permitted by applicable law) written waiver by the party entitled to the benefit thereof, on or prior to the Closing Date, of each of the following conditions:
3.2.1 No suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall have occurred.
3.2.2 No governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of the transactions contemplated hereby.