Conditions to Consummation of the Closing Sample Clauses

Conditions to Consummation of the Closing. ..30 Section 7.1 Conditions to Each Party's Obligation to Effect the Closing...........30 Section 7.2 Conditions to Obligations of the Company..............................31 Section 7.3 Conditions to Obligations of Investors................................31 ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER...........................................................32 Section 8.1 Termination by Mutual Consent.........................................32 Section 8.2 Termination by Either Investors or the Company........................33 Section 8.3 Termination by the Company............................................33 Section 8.4 Termination by Investors..............................................34 Section 8.5 Effect of Termination and Abandonment.................................34
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Conditions to Consummation of the Closing. Section 8.1 Conditions to the Parties’ Obligations to Effect the Closing. The obligations of the MGP Parties and the MGM Parties that are Party to this Agreement to consummate the transactions contemplated hereby are subject to the satisfaction (or, if permitted by applicable law, waiver by the Parties for whose benefit such condition exists) of the following conditions:
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Conditions to Consummation of the Closing. Section 7.1 Conditions to Each Party's Obligation to Effect the Closing. The respective obligations of each party to effect the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:
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Conditions to Consummation of the Closing. 16 Section 8.1 Conditions to the Parties’ Obligations to Effect the Closing 16 Section 8.2 No Frustration of Closing Conditions 17 Table of Contents Page ARTICLE IX - TERMINATION RIGHTS 17 Section 9.1 Termination of Agreement 17 Section 9.2 Effect of Termination 18 ARTICLE X - INDEMNIFICATION 18 Section 10.1 General Indemnification by MGM 18 Section 10.2 General Indemnification by the OP 18 Section 10.3 Indemnification Obligations Net of Insurance Proceeds and Other Amounts 19 Section 10.4 Procedures for Indemnification of Third-Party Claims 19 Section 10.5 Tax Procedures 21 Section 10.6 Additional Matters 22 Section 10.7 Remedies Cumulative; Limitations of Liability 23 ARTICLE XI - MISCELLANEOUS 23 Section 11.1 Entire Agreement 23 Section 11.2 Amendment 23 Section 11.3 Assignment 24 Section 11.4 Binding Effect 24 Section 11.5 Counterparts 24 Section 11.6 Governing Law 24 Section 11.7 Waiver of Jury Trial 24 Section 11.8 Jurisdiction and Venue 24 Section 11.9 Construction; Interpretation 25 Section 11.10 Notices 25 Section 11.11 Severability 26 Section 11.12 Third-Party Beneficiaries 26 Section 11.13 Extension; Waiver 26 Section 11.14 Remedies; Specific Performance 26 Section 11.15 Fees and Expenses 27 Section 11.16 Further Assurances 27 MASTER TRANSACTION AGREEMENT This Master Transaction Agreement (this “Agreement”), by and among MGM Growth Properties Operating Partnership LP, a Delaware limited partnership (the “OP”), MGM Growth Properties LLC, a Delaware limited liability company (“MGP”), MGM Resorts International, a Delaware corporation (“MGM”), MGP Lessor, LLC, a Delaware limited liability company (the “Landlord”), and MGM Lessee, LLC, a Delaware limited liability company (the “Tenant”), is dated as of May 31, 2016. The OP, MGP, MGM, the Landlord and the Tenant are each referred to herein as a “Party” and collectively as the “Parties.”
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Conditions to Consummation of the Closing. 35 Section 7.1. Conditions to Each Party’s Obligation to Effect the Closing. 35 Section 7.2. Conditions to Obligations of Members Mutual and HoldCo to Effect the Closing. 36 Section 7.3. Conditions to Obligations of the Standby Purchaser to Effect the Closing. 36 ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER 37
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Conditions to Consummation of the Closing. 76 Section 6.1 Conditions to the Obligations of the Parties 76 Section 6.2 Other Conditions to the Obligations of Armada. 78 Section 6.3 Other Conditions to the Obligations of the Company. 80 Section 6.4 Frustration of Closing Conditions. 81 ARTICLE VII TERMINATION 81 Section 7.1 Termination. 81 Section 7.2 Effect of Termination. 83 ARTICLE VIII MISCELLANEOUS 83 Section 8.1 Non-Survival. 83 Section 8.2 Entire Agreement; Assignment. 83 Section 8.3 Amendment. 84 Section 8.4 Notices. 84 Section 8.5 Governing Law. . 86
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Conditions to Consummation of the Closing 
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Related to Conditions to Consummation of the Closing

  • CONDITIONS TO CONSUMMATION OF THE MERGER Section 5.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligations of each party hereto to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions:

  • CONDITIONS TO CONSUMMATION Section 5.1. Conditions to Each Party's Obligations. The respective -------------------------------------- obligations of each party to effect the Merger, the Bank Merger and any other transactions contemplated by this Agreement shall be subject to the satisfaction of the following conditions:

  • Conditions Precedent to Consummation of the Distribution Subject to Section 5.03, as soon as practicable after the date of this Agreement, the Parties shall use reasonable best efforts to satisfy the following conditions prior to the consummation of the Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by Parent, of the following conditions:

  • CONDITIONS TO CONSUMMATION OF MERGER 5.1 Conditions to Each Party's Obligations. The respective obligations of each Party to consummate the Merger are subject to the satisfaction of the following conditions:

  • Conditions to the Obligation of the Company to Consummate the Closing The obligation of the Company to consummate the Closing and to issue and sell to the Investor the Shares to be purchased by it at the Closing is subject to the satisfaction of the following conditions precedent:

  • Conditions to Closing of the Company The Company’s obligation to sell the Securities at the Closing is subject to the fulfillment to its satisfaction on or prior to the Closing Date of each of the following conditions:

  • Conditions to Second Closing The occurrence of the Second Closing is expressly contingent on (i) the truth and accuracy, on the Effective Date, Actual Effective Date and the Second Closing Date of the representations and warranties of the Company and Subscriber contained in this Agreement, (ii) continued compliance with the covenants of the Company set forth in this Agreement, (iii) the non-occurrence of any Event of Default (as defined in the Note) or other default by the Company of its obligations and undertakings contained in this Agreement, (iv) the delivery on the Second Closing Date of Second Closing Notes for which the Company Shares issuable upon conversion have been included in the Registration Statement, which must be effective as of the Second Closing Date, and (v) the delivery of the Second Closing Warrants for which the Warrant Shares issuable upon exercise have been included in the Registration Statement which must be effective as of the Second Closing Date. The exercise prices of the Warrants issuable on the Second Closing Date shall be adjusted to offset the effect of stock splits, stock dividends, pro rata distributions of property or equity interests to the Company's shareholders after the Initial Closing Date.

  • Conditions to the Closing On or before the Closing Date, the Trust Depositor shall deliver or cause to be delivered the following documents to the Owner Trustee and the Indenture Trustee:

  • Consummation of the Transactions Subject to the terms and conditions of this Agreement, each party shall use its commercially reasonable efforts to cause the Closing to occur upon the terms and conditions set forth herein. FCG shall cooperate with the Investor, and the Investor shall cooperate with FCG, in filing any necessary applications, reports or other documents with, giving any notices to, and seeking any consents from, all Governmental Entities and all third parties as may be required in connection with the consummation of the transactions contemplated by this Agreement, and each party requesting such cooperation shall reimburse the other party's reasonable out-of-pocket expenses in providing such cooperation.

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