Closing Contingencies. Notwithstanding anything to the contrary contained in this Agreement, and notwithstanding Purchaser’s election to exercise the Option and issuance of an Option Notice, Purchaser shall not be obligated to close hereunder unless:
Closing Contingencies. It is acknowledged and agreed by the Parties that: (i) each and every Transaction contemplated by this Agreement is contingent upon and subject to (A) such regulatory and shareholder approvals as may be required by any applicable corporate governance documents or governmental authority, and (B) the ability of either Party to materially perform each material Closing obligation hereunder by the Closing Deadline (i.e., for ‘cause’) (each a “Closing Contingency”); and (ii) neither Party shall be liable to the other Party or any breakup fee or otherwise for any failure to close the Transactions due to a Closing Contingency that is not cured or remedied by the non-performing Party or mutually resolved by the Parties in writing on or before the Closing Deadline, or any permitted extensions thereof. Asset Purchase Agreement December 30, 2022
Closing Contingencies. A. The Closing of this transaction shall be specifically contingent upon the Buyer receiving approval as a Buyer by the Insurance Department of the State of Louisiana as provided by Title 22 Louisiana Statutes Annotated and all applicable rules and regulations promulgated thereunder. The Buyer shall, promptly after the execution of this Agreement, make diligent application to the Insurance Department of the State of Louisiana for its approval of this transaction and shall comply with such reasonable requirements of the insurance Department of the State of Louisiana for its approval. Seller agrees to assist and cooperate with Buyer in the application process.
Closing Contingencies. 1. The appropriate legal documentation and definitive agreements relating to the Asset Sale having been fully agreed upon by both parties and fully executed; and
Closing Contingencies. 1. The appropriate legal documentation and definitive agreements relating to the Merger having been fully agreed upon by both parties and fully executed; and
Closing Contingencies. Sections 5.1.A and 5.1.B are collectively referred to as the “Governing Body Approvals.”
Closing Contingencies. Closing by Seller is contingent on:
Closing Contingencies. Buyer's obligation to close this transaction shall be further conditioned upon all of Seller's representations and warranties set forth in this Section 6 hereof, being true, correct and complete as of the Closing.
Closing Contingencies. The obligations of Purchaser and Seller, respectively, to close the sale and purchase contemplated by this Agreement are subject to the following conditions:
Closing Contingencies. The obligation of the parties to close on the Hotel Site and undertake the obligations contemplated hereby shall be subject to the following contingencies having been satisfied on or before December 31, 2007:
