Alternative to Close Sample Clauses

Alternative to Close. If, in the reasonable discretion and judgement of Buyer, Seller is unable to satisfy the closing deliveries set forth in Section 2.3 above or if the purpose of this Agreement becomes frustrated due to tax, legal or other condition, Seller shall cause the Companies which have not been transferred in a Closing (each, a “Remaining Company”) to execute and deliver a Bxxx of Sale and Assignment Agreement in the form attached hereto as Exhibit B whereby each such Remaining Company shall assign, transfer, sell and deliver all assets (including without limitation, all physical assets, equipment, inventory, contracts, leases, licenses, permits, etc.) of each Remaining Company to Buyer, and Buyer agrees to accept, purchase and receive all assets of each such Remaining Company. For the avoidance of doubt, Buyer may request the transfer of assets as set forth above on a one-by-one or rolling basis from Seller.
Sample 1
AutoNDA by SimpleDocs

Related to Alternative to Close

  • Termination Prior to Closing This Agreement may be terminated at any time prior to the Closing:

  • 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 CLOSING OF COMPANY The Company's obligation to sell and issue the Shares at the Closing is, at the option of the Company, subject to the fulfillment or waiver of the following conditions:

  • Conditions to Closing of the Investors Each Investor’s obligations at the Closing are subject to the fulfillment, on or prior to the Closing Date, of all of the following conditions, any of which may be waived in whole or in part by all of the Investors:

  • Company Closing Deliveries At the Closing, the Company shall deliver, or cause to be delivered, to the Purchaser the following:

  • Purchaser Closing Deliveries At the Closing, Purchaser shall deliver, or cause to be delivered, the following:

  • Closing Conditions to Closing The Lender will not be obligated to make the initial Loans or to obtain any Letters of Credit on the Closing Date, unless the following conditions precedent have been satisfied in a manner satisfactory to Lender:

  • Efforts to Close Each party will use commercially reasonable efforts to cause the conditions to Buyer’s and Sellers’ respective obligations to consummate the transactions contemplated by this Agreement to be satisfied including the preparation, execution and delivery of all agreements and instruments contemplated hereunder to be executed and delivered by such party in connection with or prior to the Closing.

  • Conditions Precedent to Closing Date The obligation of the Lenders to make each Loan hereunder, and the obligation of the Letter of Credit Issuer to issue Letters of Credit hereunder, in each case, on the Closing Date are subject to the satisfaction on or prior to the Closing Date of each of the following conditions:

  • Buyer Closing Deliveries At the Closing, Buyer shall deliver or cause to be delivered the following:

Time is Money Join Law Insider Premium to draft better contracts faster.