Closing Condition Sample Clauses
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Closing Condition. This Contract and all obligations of Purchaser hereunder are expressly conditioned on the following condition precedent being complied with as of the Closing Date: Seller shall (i) have delivered to Purchaser all written notices of Violations from governmental authorities which Seller receives from and after the date hereof which have not been cured or waived and (ii) not have received any written notices of Violations which would materially and adversely affect the Premises other than written notices of Violations (A) of which Seller notifies Purchaser no later than two (2) days prior to the Outside Termination Date, (B) which arise out of conditions known to Purchaser as of the Outside Termination Date, including, without limitation, those arising out of the Proceeding, (C) which are specifically disclosed in Purchaser's engineering reports as of the Outside Termination Date, (D) which are caused by Purchaser's acts or omissions or (E) which a Space Tenant is obligated to cure pursuant to its Space Lease. If Seller notifies Purchaser that the condition set forth in this Section 9.5 cannot be met, Purchaser shall have five (5) days from receipt of Seller's notice to elect to (i) cancel this Contract and receive the return of the Deposit or (ii) waive compliance with the aforesaid condition. If Purchaser elects to cancel this Contract pursuant to the preceding sentence, Seller shall have the option to rescind Purchaser's cancellation of this Contract and adjourn the Closing for a period not to exceed thirty (30) days beyond the date scheduled for Closing in order to cure the condition causing such Violations, provided Seller notifies Purchaser of such election within five (5) days after receipt of Purchaser's cancellation notice. In the event Purchaser is permitted to cancel this Contract in accordance with the foregoing, if Purchaser fails to cancel this Contract as provided for above, then, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept the Premises subject to any such written notices of Violations without any reduction of the Purchase Price.
Closing Condition. The obligations of all of the parties to consummate an Exchange pursuant to this Section 2.1 shall be subject to the condition that there shall be no injunction, restraining order or decree of any nature of any Governmental Entity that is in effect that restrains or prohibits the exchange of Partnership Units for Class A Shares.
Closing Condition. The Sellers and the Purchaser shall only be obliged to proceed to Closing if the condition referred to below (the “Closing Condition”) has been fulfilled:
(a) The competition authorities in Sweden, Norway and Denmark have either approved the Transaction or waived their jurisdiction or the statutory waiting periods have expired without any decision being issued or the prohibition to complete the Transaction has been otherwise waived or terminated,
(b) In case the anti-trust review is referred to the European Commission pursuant to Article 4 (5) or 22 (1) of the Council Regulation (EC) No. 139/2004 (the “EC Merger Regulation”), the European Commission
(i) has declared the Transaction to be compatible with the common market pursuant to Article 6 (1) (b), 8 (1) or 8 (2) of EC Merger Regulation; or
(ii) has not issued a decision within the required deadlines with the consequence that the Transaction is being deemed compatible with the common market pursuant to Article 10 (6) of the EC Merger Regulation.
Closing Condition. Notwithstanding anything in this Agreement to the contrary, Parent shall be under no obligation to issue and sell to the Investor any Shares unless (a) the Investor is an employee of Parent or one of its Subsidiaries on the Closing Date; (b) the representations of the Investor contained in Annex II hereof are true and correct in all material respects as of the Closing Date; and (c) the Investor is not in breach of any agreement, obligation or covenant herein required to be performed or observed by the Investor on or prior to the Closing Date.
Closing Condition. Prior (and as a condition) to the Closing, ▇▇▇▇▇ agrees to reimburse the Company for $16,989.37 of his personal expenses charged to the Company’s credit card and known as of the date of execution of this Agreement. In addition, prior (and as a condition) to the Closing, IDT and the Company shall have executed a settlement agreement with respect to certain outstanding legal fees and settlement costs, and the Company shall have paid IDT all amounts due thereunder.
Closing Condition. Notwithstanding anything in this Agreement to the contrary, Parent shall be under no obligation to issue and sell to the Participant any Shares or grant any Option unless (a) the Participant is an employee of, or consultant to, Parent or one of its Subsidiaries on the Closing Date; (b) the representations of the Participant contained in Annex II hereof are true and correct in all material respects as of the Closing Date; and (c) the Participant is not in breach of any agreement, obligation or covenant herein required to be performed or observed by the Participant on or prior to the Closing Date.
Closing Condition. 4.2.1 The obligations of the Sellers and the Purchaser to carry out the Closing shall be subject to the satisfaction of one of the following alternatives (heretofore and hereinafter referred to as the “Closing Condition”) and such satisfaction having been notified to the Parties: • the German Federal Cartel Office (Bundeskartellamt) has notified the Parties that the requirements for the prohibition of a merger as laid down in section 36 (1) GWB are not fulfilled; or • the one month waiting period after the filing of a complete notification pursuant to section 40 (1) GWB has expired without the Parties having been notified by the German Federal Cartel Office that it intends to enter into in-depth investigations of the transactions contemplated by this Agreement; or • the German Federal Cartel Office has issued a decision pursuant to section 40 (2) sentence 2 GWB to the effect that the transactions contemplated by this Agreement have been cleared; or • the waiting period of four months or an extended waiting period pursuant to section 40 (2) sentence 2 GWB has expired without the German Federal Cartel Office having issued a prohibition order.
4.2.2 The Sellers and the Purchaser undertake to use their best efforts and to act in good faith to cause the Closing Condition to be satisfied as soon as possible. The Sellers and the Purchaser shall inform each other in writing without undue delay (unverzüglich) as soon as the Closing Condition has been satisfied.
Closing Condition. 3.1 Closing is conditional on the completion of the Share Proposal and the Scheme in accordance with the terms and conditions set out in the Scheme Document including for the avoidance of doubt, the withdrawal of the listing of the Shares on the Hong Kong Stock Exchange and the delisting of the Netcom ADSs from the New York Stock Exchange (the “Closing Condition”).
3.2 The Closing Condition is expected to be satisfied on or before 15 October 2008 and in any event no later than 15 December 2008 at 5:00pm Eastern Standard Time or such later date as the Parties may agree (the “Long Stop Date”).
3.3 If the Closing Condition has not been satisfied by the Long Stop Date, either Party has the right to terminate this Agreement with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations at the date of termination.
Closing Condition. The parties acknowledge and agree that it is a condition to making the Distribution and consummating the other transactions herein contemplated to be consummated on the Distribution Date that no permanent injunction or preliminary injunction or other order shall have been entered, and not vacated, by a court or administrative agency of competent jurisdiction, in any proceeding or action, which enjoins, restrains, makes illegal or prohibits consummation of the transactions contemplated hereby, but that the threat or existence of any other litigation, action or other proceeding at law or in equity shall not prevent the consummation of such transactions.
Closing Condition. This Agreement is subject to the consummation of the Merger. If the Merger does not close, this Agreement shall be null and void.