Common use of Closing and Waiver Clause in Contracts

Closing and Waiver. (a) Unless this Agreement shall have been terminated in accordance with the provisions of Section 10.1 hereof, a closing (the "Closing" and the date and time thereof being the "Closing Date") will be held as soon as practicable after the conditions set forth in Sections 9.1, 9.2 and 9.3 shall have been satisfied or waived. The Closing will be held at the offices of Xxxxxx Xxxxxx & Xxxxxxx, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx or at such other places as the parties may agree. Immediately thereafter, the Certificate of Merger will be filed. (b) At any time prior to the Effective Date, any party hereto may (i) extend the time for the performance of any of the obligations or other acts of any other party hereto, (ii) waive any inaccuracies in the representations and warran- ties of the other party contained herein or in any document delivered pursuant hereto, and (iii) waive compliance with any of the agreements of any other party or with any conditions to its own obligations contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing duly autho- rized by and signed on behalf of such party.

Appears in 3 contracts

Samples: Merger Agreement (Fairchild Corp), Merger Agreement (Fairchild Industries Inc /De/), Merger Agreement (Rhi Holdings Inc)

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Closing and Waiver. (a) Unless this Agreement shall have been terminated in accordance with the provisions of Section 10.1 hereof, a closing (the "Closing" and the date and time thereof being the "Closing Date") will be held as soon as practicable after the conditions set forth in Sections 9.1, 9.2 and 9.3 shall have been satisfied or waived. The Closing will be held at the offices of Xxxxxx Xxxxxx & Xxxxxxx, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx or at such other places as the parties may agree. Immediately thereafterSimultaneously therewith, the Certificate of Merger will be filed. (b) At any time prior to the Effective Date, any party hereto may (i) extend the time for the performance of any of the obligations or other acts of any other party hereto, (ii) waive any inaccuracies in the representations and warran- ties warranties of the other party contained herein or in any document delivered pursuant hereto, and (iii) waive compliance with any of the agreements of any other party or with any conditions to its own obligations contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing duly autho- rized authorized by and signed on behalf of such party.

Appears in 2 contracts

Samples: Merger Agreement (Shared Technologies Fairchild Inc), Merger Agreement (Tel Save Holdings Inc)

Closing and Waiver. (a) Unless this Agreement shall have been terminated in accordance with the provisions of Section 10.1 hereof, a closing (the "Closing" and the date and time thereof being the "Closing Date") will be held as soon as practicable after the conditions set forth in Sections 9.1, 9.2 and 9.3 shall have been satisfied or waived. The Closing will be held at the offices of Xxxxxx Xxxxxx & XxxxxxxXxxxxx, 00 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx or at such other places as the parties may agree. Immediately thereafterSimultaneously therewith, the Certificate of Merger will be filed. (b) At any time prior to the Effective Date, any party hereto may (i) extend the time for the performance of any of the obligations or other acts of any other party hereto, ; (ii) waive any inaccuracies in the representations and warran- ties warranties of the other party contained herein or in any document delivered pursuant hereto, ; and (iii) waive compliance with any of the agreements of any other party or with any conditions to its own obligations contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing duly autho- rized authorized by and signed on behalf of such party.

Appears in 1 contract

Samples: Merger Agreement (Nai Technologies Inc)

Closing and Waiver. (a) Unless this Agreement shall have been terminated in accordance with the provisions of Section 10.1 8.1 hereof, a closing (the "Closing" and the date and time thereof being the "Closing Date") will be held as soon as reasonably practicable after the conditions set forth in Sections 9.17.1, 9.2 7.2 and 9.3 7.3 shall have been satisfied or waived. The Closing will be held at the offices of Xxxxxx Cahixx Xxxxxx & XxxxxxxXeinxxx, 00 Xxxx Pxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx or xx at such other places as the parties may agree. Immediately thereafter, the Certificate of Merger will be filed. (b) At any time prior to the Effective DateClosing, any party hereto may (i) extend the time for the performance of any of the obligations or other acts of any other party hereto, (ii) waive any inaccuracies in the representations and warran- ties warranties of the other party contained herein or in any document delivered pursuant hereto, and (iii) waive compliance with any of the agreements of any other party or with any conditions to its own obligations contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing duly autho- rized authorized by and signed on behalf of such party.

Appears in 1 contract

Samples: Stock Purchase Agreement (Delphi Financial Group Inc/De)

Closing and Waiver. (a) Unless If this Agreement shall not have been terminated in accordance with the provisions of Section 10.1 hereof, a closing (the "Closing" and the date and time thereof being the "Closing DateEffective Time") will be held as soon as practicable after the conditions set forth in Sections 9.1, 9.2 and 9.3 Article IX shall have been satisfied or waived. The Closing will be held at the offices of Xxxxxx Xxxxxx & Xxxxxxx, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx or at such other places as the parties may agree. Immediately thereafter, the Delaware Certificate of Merger will be filed. (ba) At any time prior to the Effective Date, any party hereto may (i) extend the time for the performance of any of the obligations or other acts of any other party hereto, (ii) waive any inaccuracies in the representations and warran- ties warranties of the other party contained herein or in any document delivered pursuant hereto, and (iii) waive compliance with any of the agreements of any other party or with any conditions to its own obligations contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing duly autho- rized authorized by and signed on behalf of such party.

Appears in 1 contract

Samples: Merger Agreement (Banner Aerospace Inc)

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Closing and Waiver. (a) Unless this Agreement shall have been terminated in accordance with the provisions of Section 10.1 11.1 hereof, a closing (the "Closing" and the date and time thereof being the "Closing Date") will be held on June 30, 1998 or such other date as soon as practicable the parties may agree after the conditions set forth in Sections 9.110.1, 9.2 10.2 and 9.3 10.3 shall have been satisfied or waived. The Closing will be held at the offices of Xxxxxx Cahixx Xxxxxx & XxxxxxxXeinxxx, 00 Xxxx Pxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx or xx at such other places as the parties may agree. Immediately Simultaneously therewith, the Delaware Certificate of Merger will be filed and promptly thereafter, the California Certificate of Merger will be filed. (b) At any time prior to the Effective Date, any party hereto may (i) extend the time for the performance of any of the obligations or other acts of any other party hereto, (ii) waive any inaccuracies in the representations and warran- ties warranties of the other party contained herein or in any document delivered pursuant hereto, and (iii) waive compliance with any of the agreements of any other party or with any conditions to its own obligations contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing duly autho- rized authorized by and signed on behalf of such party.

Appears in 1 contract

Samples: Merger Agreement (Delphi Financial Group Inc/De)

Closing and Waiver. (a) Unless this Agreement shall have been terminated in accordance with the provisions of Section 10.1 11.1 hereof, a closing (the "Closing" and the date and time thereof being the "Closing Date") will be held as soon as practicable after the conditions set forth in Sections 9.110.1, 9.2 10.2 and 9.3 10.3 shall have been satisfied or waived. The Closing will be held at the offices of Paul, Hastings, Xxxxxxxx & Xxxxxx LLP, 000 Xxxxx Xxxxxx & Xxxxxxx, 00 Xxxx Xxxxxx, Xxx XxxxXxxxxxx, Xxx Xxxx Xxxxxxxxxx, or at such other places as the parties may agree. Immediately thereafter, each of the Delaware Certificate of Merger and the California Certificate of Merger will be filed. (b) At any time prior to the Effective Date, any party hereto may (i) extend the time for the performance of any of the obligations or other acts of any other party hereto, (ii) waive any inaccuracies in the representations and warran- ties warranties of the other party contained herein or in any document delivered pursuant hereto, and (iii) waive compliance with any of the agreements of any other party or with any conditions to its own obligations contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing duly autho- rized authorized by and signed on behalf of such party.

Appears in 1 contract

Samples: Merger Agreement (Fairchild Corp)

Closing and Waiver. (a) Unless this Agreement shall have been terminated in accordance with the provisions of Section 10.1 hereof, a closing (the "Closing" and the date and time thereof being the "Closing Date") will be held as soon as practicable after the conditions set forth in Sections 9.1, 9.2 and 9.3 shall have been satisfied or waived. The Closing will be held at the offices of Xxxxxx Xxxxxx Cahill Gordon & XxxxxxxReindel, 00 Xxxx Xxxxxx80 Pine Street, Xxx XxxxNew York, Xxx Xxxx New York or at such other places as the parties may agreesucx xxxxx xxxxxs ax xxx xartxxx xxx xxxxx. Immediately thereafterXxxxxxxxxxx xxxxxxxter, the Certificate of Merger will be filed. (b) At any time prior to the Effective Date, any party hereto may (i) extend the time for the performance of any of the obligations or other acts of any other party hereto, (ii) waive any inaccuracies in the representations and warran- ties warranties of the other party contained herein or in any document delivered pursuant hereto, and (iii) waive compliance with any of the agreements of any other party or with any conditions to its own obligations contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing duly autho- rized authorized by and signed on behalf of such party.

Appears in 1 contract

Samples: Merger Agreement (Shared Technologies Inc)

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