Payments Certain Closing Conditions Sample Clauses

The "Payments; Certain Closing Conditions" clause defines the requirements and procedures for making payments that are contingent upon the fulfillment of specific conditions at the closing of a transaction. Typically, this clause outlines which payments must be made at closing, such as purchase price installments or escrow deposits, and specifies that these payments are only due if certain agreed-upon conditions—like regulatory approvals or delivery of key documents—are satisfied. Its core function is to ensure that financial obligations are only triggered when all necessary prerequisites for closing have been met, thereby protecting both parties from premature or unwarranted payments.
Payments Certain Closing Conditions. (i) Subject to the terms of Section 7(c)(ii) below, the Company shall pay to Laurus Capital Management, LLC, the investment manager of the Purchaser ("LCM"), a non-refundable servicing payment in an amount equal to 3.6% of the aggregate principal amount of the Secured Revolving Note. The foregoing payment is referred to herein as the "Servicing Payment." The parties acknowledge that the Servicing Payment is a reasonable estimate of the expenses that LCM will incur in monitoring and servicing the Secured Revolving Note, and the Servicing Payment is intended to enable LCM to defray such expenses. (ii) The Company shall reimburse the Purchaser for its reasonable expenses (including legal fees and expenses) incurred in connection with the entering into of this Agreement and the Ancillary Agreements, and expenses incurred in connection with the Purchaser's due diligence review of the Company and its Subsidiaries and all related matters. Amounts required to be paid under this Section 7(c) will be paid on the Closing Date and shall be [$_________] for such expenses referred to in this Section 7(c). (iii) The Servicing Payment and the expenses referred to in the preceding clause (ii) (net of deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to the Escrow Agreement and the Disbursement Letter.
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Payments Certain Closing Conditions 
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Related to Payments Certain Closing Conditions

  • Post-Closing Conditions On or before each of the dates specified in this Section 4.3 (unless a longer period is agreed to by the Administrative Agent in writing), the Borrower shall satisfy each of the following items specified in the subsections below:

  • Seller’s Closing Conditions The obligation of Seller to proceed with the Closing contemplated hereby is subject, at the option of Seller, to the satisfaction on or prior to the Closing Date of all of the following conditions:

  • Closing Conditions (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

  • Satisfaction of Closing Conditions The Vendors agree to use their best efforts to ensure that the conditions set forth in Section 5.1, and the Purchaser agrees to use its best efforts to ensure that the conditions set forth in Section 5.3, are fulfilled at or prior to the Closing Time.

  • Buyer’s Closing Conditions The obligation of Buyer to proceed with the Closing contemplated hereby is subject, at the option of Buyer, to the satisfaction on or prior to the Closing Date of all of the following conditions: