Acquisition Closing Clause Samples
Acquisition Closing. Notwithstanding anything in this Agreement or any other Credit Document to the contrary:
(i) in the event that the Closing Date has occurred and all of the conditions set forth in Sections 3.1 and 3.2(a) have been satisfied (or waived in accordance with Section 10.5) except with respect to Section 3.1(d), 3.1(f)(ii), 3.1(g), 3.1(p) and 3.1(q), in each case solely to the extent such conditions relate to the Acquisition (the “Acquisition Closing Conditions”), then each Lender shall have the obligation to make Loans, and the Issuing Bank to issue Letters of Credit, so long as, after making the Credit Extensions requested on the applicable Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect less $335.0 million (such $335.0 million, the “Suppressed Availability”) (it being understood and agreed that (x) with respect to the Closing Date Certificate delivered on the Closing Date, the Borrower shall not be required to include the certifications in Sections 6 or 7 of Exhibit F-1 hereto and (y) Schedules 4.1 and 4.2 to be delivered on the Closing Date shall be prepared as giving effect to the consummation of the Acquisition);
(ii) upon satisfaction (or waiver in accordance with Section 10.5) of the Acquisition Closing Conditions (with all references in the Acquisition Closing Conditions to the Closing Date being deemed references to the date the Acquisition is consummated for purposes of this Section 3.2(c)(ii)), the Suppressed Availability shall be eliminated (without any additional consent, approval or action on the part of any Lender or Agent); provided that (A) to the extent not previously delivered on the Closing Date, Administrative Agent shall have received originally executed copies of the favorable written opinions of regulatory counsels for Credit Parties as to such matters as Administrative Agent may request in form and substance reasonably satisfactory to Administrative Agent, (B) Administrative Agent shall have received a Solvency Certificate from the Borrower, and (C) Borrower shall have delivered to Administrative Agent an originally executed Closing Date Certificate, together with all attachments thereto (it being understood that the Borrower shall not be required to include the certifications in Sections 4 or 5 of Exhibit F-1 hereto); and
(iii) if the Borrower fails to consummate the Acquisition by June 1, 2015, (x) the aggregate amount of the Revolving Commitments shall be permanentl...
Acquisition Closing. Neither the Company nor any of its subsidiaries has any presently pending acquisition or disposition transactions except as disclosed in the Prospectus.
Acquisition Closing. All conditions precedent to the Acquisition Closing as set forth in the Acquisition Agreement shall have been satisfied or waived (other than those conditions that, by their nature, may only be satisfied at the consummation of the Acquisition Closing but subject to satisfaction or waiver thereof), and the Subscription Closing will be consummated on the same day, and substantially concurrent with, the Acquisition Closing.
Acquisition Closing. (a) The closing of the Acquisition and the Purchaser Share Issuance (the “Closing”) shall take place at the offices of Cravath, Swaine & ▇▇▇▇▇ LLP, One Ropemaker Street, London at 9:00 a.m. (London time) on the third business day following the satisfaction (or, to the extent permitted by applicable Law, the written waiver) of the conditions set forth in Section 6.01, or, if on such day any other condition set forth in Article VI has not been satisfied (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at such time) (or, to the extent permitted by applicable Law, waived in writing by the party entitled to the benefit thereof), as soon as practicable after all the conditions set forth in Article VI have been satisfied (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at such time) (or, to the extent permitted by applicable Law, waived in writing by the party entitled to the benefit thereof), or on such other date as may be agreed to by Seller and Purchaser. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”.
Acquisition Closing. Subject to the conditions contained in this Agreement, the closing of the Acquisition Merger (the "Acquisition Closing" and collectively with the Reorganization Closing, the "Closing") shall take place (i) at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, New York, New York, as promptly as practicable but in no event later than the third business day after which the last to be fulfilled or waived of the conditions set forth in Article IX hereof shall be fulfilled or waived in accordance with this Agreement, at such time as the Company, Company Sub and Merger Sub may agree, or (ii) at such other place and time and/or on such other date as the Company, Company Sub and Merger Sub may agree.
Acquisition Closing. The closing of the transactions contemplated in this Article 2 (the “Acquisition Closing”) shall take place on the date hereof.
Acquisition Closing. The obligation of District to convey the Property and consummate Acquisition Closing on the Acquisition Closing Date shall be subject to the following conditions precedent:
(a) Developer shall have performed all of its material obligations hereunder and observed and complied with all material covenants and conditions required at or prior to Acquisition Closing under this Agreement;
(b) the representations and warranties made by Developer in Section 3.2.1 of this Agreement shall be true and correct in all material respects on and as if made on the Acquisition Closing Date;
(c) this Agreement shall not have been previously terminated pursuant to any other provision hereof;
(d) District’s authority, pursuant to the Resolution, to proceed with the disposition, as contemplated in this Agreement, shall have not previously expired;
(e) Developer shall have certified to District in writing that it is ready, willing, and able in accordance with the terms and conditions of this Agreement to ground lease the Property; Agreement; Agreement;
(f) Developer shall be in compliance with the terms of the First Source
(g) Developer shall be in compliance with the terms of the CBE
(h) Developer shall have obtained, and furnished to District certificates of insurance or duplicate originals of insurance policies, for the insurance coverage required under the Construction and Use Covenant and Ground Lease;
(i) Developer shall have provided District with satisfactory evidence of its authority to lease the Property and to perform its obligations under this Agreement and the Construction and Use Covenant;
Acquisition Closing. (a) After giving effect to the Acquisition, all representations and warranties made by any Loan Party in any Loan Document will be true and correct in all material respects on and as of the Closing Date.
(b) On the Closing Date, each of the representations and warranties made by any party in the Acquisition Documents is true and correct in all material respects, other than with respect to those matters of which a Responsible Officer has obtained knowledge thereof following the Closing Date, which the Borrower reasonably believes do not result in an aggregate diminution in value of the assets and properties acquired pursuant to the Acquisition in an amount in excess of escrowed funds under the Acquisition Agreement that will be disbursed to the Borrower as a result thereof; and none of such parties has failed to perform any material obligation or covenant required by the Acquisition Documents to be performed or complied with by it on or before the Closing Date. Simultaneously with the making of the Loans on the Closing Date, the Acquisition will have been consummated in compliance with the material terms and conditions of the Acquisition Documents and all conditions precedent to such consummation will be fully satisfied or waived.
Acquisition Closing. 2 ARTICLE II [INTENTIONALLY OMITTED]
Acquisition Closing. 6.1 The Acquisition Closing shall take place at the offices of counsel to the Purchaser, at such time and date as the Purchaser may elect.
6.2 At Acquisition Closing, the Company (on its own behalf and on behalf of the Vendors) shall deliver or cause to be delivered to the Purchaser the following documents:
(a) a copy of the resolutions of the Company authorizing this Agreement and the transactions contemplated herein and hereby;
(b) evidence of a book entry into the Company’s registered list of shareholders, demonstrating the due transfer of the Purchased Shares owned by the Vendors to the Purchaser or such other evidence of transfer as may be acceptable to the Purchaser;
(c) evidence of a book entry into the Company’s registered list of shareholders, demonstrating the due issuance of the Company Shares being acquired by the Purchaser hereunder, duly registered in the name of the Purchaser or such other evidence of issuance as may be acceptable to the Purchaser; and
(d) such other documents and instruments in connection with the Acquisition Closing as may be reasonably requested by the Purchaser.
6.3 At Acquisition Closing, the Purchaser shall deliver or cause to be delivered to the Vendors the following documents:
(a) a copy of the resolutions of the Purchaser authorizing this Agreement and the transactions contemplated herein and hereby;
(b) certificates, or copies thereof, representing the Consideration Shares, duly registered in accordance with Schedule “A” hereto, subject further to the provisions of section 2.4 of this Agreement;
(c) certificates representing the Fee Shares; and
(d) such other documents and instruments in connection with the Acquisition Closing as may be reasonably requested by the Company (on behalf of the Vendors).