Closing Closing Conditions Clause Samples

Closing Closing Conditions. (a) Closing of the transactions contemplated by this Agreement (the "Closing") shall occur at a place and time mutually agreeable to Seller and Buyer (the "Closing Date"). Seller and Buyer shall both make a good faith effort to close under this Agreement promptly. (b) Seller's obligation to close hereunder shall be conditioned upon (i) all representations and warranties of Buyer being then true and complete in all material respects as if made on and as of the Closing Date, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct as of such date, (ii) all consents of third parties required for Buyer to consummate the transactions contemplated under this Agreement shall have been obtained, (iii) no order, decree or judgment of any court, agency or other governmental authority shall have been issued based on or arising out of the conduct, action, inaction, qualifications or status of Buyer or any of its affiliates, which would render it unlawful as of the Closing Date to effect the transactions contemplated by this Agreement in accordance with its terms, (iv) the delivery by Buyer of the Purchase Price in the manner set forth in Section 4(b) above, and (v) the delivery by Buyer of Buyer's Closing Documents (as defined in Section 9 hereof) on or before the Closing Date. (c) Buyer's obligation to close hereunder shall be conditioned upon (i) all representations and warranties of Seller being then true and complete in all material respects as if made on and as of the Closing Date, except to the extent that any such representation or warranty is made as of a specific date, in which case such representation or warranty shall have been true and correct as of such date, (ii) all consents of third parties required for Seller to consummate the transactions contemplated under this Agreement shall have been obtained, (iii) no order, decree or judgment of any court, agency or other governmental authority shall have been issued based on or arising out of the conduct, action, inaction, qualifications or status of Seller or any of its affiliates, which would render it unlawful as of the Closing Date to effect that transactions contemplated by this Agreement in accordance with its terms, and (iv) the delivery by Seller of Seller's Closing Documents as set forth in Section 9 hereof.

Closing Closing Conditions. The closing of the Note and Warrant Conversion (the "CLOSING") shall occur concurrently with, and subject to the occurrence of, the Effective Time; PROVIDED, that unless otherwise agreed to in writing by the Purchasers holding a majority of the outstanding principal amount of Senior Notes, the Closing shall not occur prior to July 31, 2005. The Closing shall be further conditioned upon the following: (a) the applicable waiting period(s) under the HSR Act with respect to the Note and Warrant Conversion, if applicable, shall have expired or been terminated; and (b) the Merger Agreement shall not have been amended, modified or waived in any manner that adversely affects the rights and obligations of the Purchasers without the consent of the Purchasers holding a majority of the outstanding principal amount of the Senior Notes.

Closing Closing Conditions. (a) Closing of the transactions contemplated by this Agreement (the "Closing") shall occur at a place and time mutually agreeable to Seller and Buyer (the "Closing Date"). Seller and Buyer shall both make a good faith effort to close under this Agreement promptly. (b) Seller's obligation to close hereunder shall be conditioned upon (i) all representations and warranties of Buyer being then true and complete in all material respects as if made on and as of the Closing Date, except to the extent that any such representation or

Closing Closing Conditions. (a) The consummation of the transaction contemplated by this Agreement shall be deemed to close (the "Closing") upon recordation of the Deeds (defined below) by Escrow Agent. It shall be a Lender Parties’ Condition to Closing (defined below) that Title Company shall have agreed in writing that, simultaneously with recordation of the Deeds, it will be irrevocably committed to issue to the applicable Transferee Entities an Owner’s Policy in accordance with the Title Assurance obtained from the Title Company pursuant to Section 2, including those endorsements (to the extent available under each Owner’s Policy), as agreed upon in the Title Assurance (the "Title Policy Condition"). Subject to terms of this Agreement, the Closing shall occur on the date that is twenty (20) days after the Property Verification Deadline or promptly (not to exceed five (5) days) after the Resolution Period, if applicable (the "Closing Date") or such other time as agreed to by the Parties hereunder, but in no event shall the Closing occur later than May 20, 2013. The Closing shall occur at the office of Escrow Agent or such other office as agreed to by the Parties hereunder. (b) The obligation of Lender Parties to Close is subject to the satisfaction as of the Closing Date of the conditions (the "Lender Parties’ Conditions to Closing") that subject to any applicable notice and cure periods: (i) all covenants required to be performed by any of the Conveying Parties (including ▇▇▇▇▇▇▇) as of Closing Date shall have been performed pursuant to the terms of this Agreement and the representations and warranties in Section 3 shall be accurate as of the applicable date, and (ii) the Title Policy Condition shall be satisfied, either of which may be waived, in whole or in part and in their sole and absolute discretion, by Lender Parties in writing at or prior to the Closing. If the Closing fails to occur on or prior to the Closing Date because a Lender Parties’ Condition to Closing is not satisfied, then Lender Parties shall elect by written notice delivered to Borrower Parties on or before 5:00 p.m. (Phoenix, Arizona time) on the business day immediately following the Closing Date to (a) waive all unsatisfied Lender Parties’ Condition(s) to Closing and proceed with the Closing on that date which is three (3) business days after the Closing Date (provided that Conveying Parties also agree in writing to waive such condition if such condition also is a Borrower-related Parties’ Conditions to Cl...

Closing Closing Conditions. Provided that there is no legal proceeding then pending which prevents the Closing, at the Closing, and as a condition to the obligation of WM Partner to pay the Contribution Price, the Partnership shall deliver to WM Partner a letter or certificate which restates, as at the date of the Closing (the “Closing Date”), the representations set forth in paragraph (b) above. At the Closing, and as a condition to the obligation of the Partnership to deliver the certificate(s) for the Common Units to be acquired by WM Partnership, WM Partner shall deliver to the Partnership a letter or certificate which makes the investment representation set forth in paragraph (c) above. Upon satisfaction of all of the foregoing conditions, the Partnership shall deliver one or more certificates for the Common Units to be issued to WM Partner and WM Partner shall pay to the Partnership the Contribution Price therefor by wire transfer of immediately available funds.

Closing Closing Conditions. Seller's Guarantees; Seller's Best Knowledge................................... 27 9 Remedies for Breach of Seller's Guarantees..................................... 37 10 Taxation....................................................................... 42 11 Purchasers' Guarantees; Purchasers' Guarantor...............................

Closing Closing Conditions. 3.1 The closing of the transaction contemplated herein (the "Closing") shall occur on such date as the Parties may mutually agree but in no event shall such date be later than ninety (90) days after the date of this Agreement. 3.2 CYTOGEN shall use commercially reasonable efforts to obtain, within thirty (30) days after the date of this Agreement a firm commitment from one or more Third Parties to provide financing (with the participants, structure, term and conditions, including pricing, type of security, etc. of such financing to be determined in the sole discretion of CYTOGEN) in such amount as shall be necessary, in Cytogen's sole discretion, to pay the consideration set forth in Section 4(1) below.

Closing Closing Conditions. SECTION 13.1. Closing............................................ 56 SECTION 13.2. Conditions to the Obligation of Each Member.....

Closing Closing Conditions. (a) The sale and purchase of the Shares contemplated by this Agreement shall take place at a closing (the "CLOSING") to be held at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ (Illinois), ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Chicago, Illinois 60606, at 10:00 A.M. Chicago time on the date hereof (the "CLOSING DATE"). (b) At the Closing, Seller shall deliver or cause to be delivered to Purchaser: (i) stock certificates or similar instruments evidencing the Shares, duly endorsed by Seller in blank or accompanied by stock powers duly executed by Seller in blank, together with such other documents and instruments, if any, as may be necessary to permit Purchaser to acquire the Shares free and clear of any and all Encumbrances; (ii) a certificate signed by an appropriate officer of Seller, dated as of the Closing Date, to the effect that, to the best of such officer's knowledge, (A) the representations and warranties of Seller are true and correct in all material respects as of the Closing Date (other than those representations and warranties that address matters only as of a particular date or only with respect to a specific period of time which need only be true and accurate as of such date or with respect to such period) and (B) Seller has performed and complied with, in all material respects, its obligations and covenants in this Agreement and all other documents delivered in connection herewith required to be performed by it at or prior to the Closing Date; (iii) (A) a copy of each Company's certificate of incorporation or other equivalent organization document, including all amendments, certified by the Secretary of State (or comparable official) of the state of such Company's incorporation, formation or organization, (B) a certificate from the Secretary of State (or comparable official) of the state of each Company's incorporation, formation or organization, to the effect that such Company is in good standing in such state and (C) if available from the relevant state, a certificate as to the tax status of the Company in such state. (iv) certified copies of the resolutions of the Board of Directors of Seller authorizing the sale of the Shares being transferred by Seller pursuant hereto, the execution and delivery of this Agreement and all other documents delivered in connection herewith by officers of Seller and the consummation of the transactions contemplated hereby and thereby, and a certificate of the Secretary of Seller certifying that such resolutions were d...