Closing Condition. The obligations of all of the parties to consummate an Exchange pursuant to this Section 2.1 shall be subject to the condition that there shall be no injunction, restraining order or decree of any nature of any Governmental Entity that is in effect that restrains or prohibits the exchange of Partnership Units for Class A Shares.
Closing Condition. Purchaser’s obligation to close the transaction contemplated by this Agreement is conditioned upon the representations and warranties of Seller contained in Section 10(b) being true and correct as of the Closing Date in all material respects, except it shall not be a failure of such condition if (i) such representation or warranty is untrue or inaccurate as the result of (A) any action by Seller which is permitted under the terms of this Agreement or (B) any immaterial, monetary default or other non-monetary default by a tenant under a Lease occurring after the Effective Date or (ii) Purchaser had knowledge of such untruth or inaccuracy on or prior to the Termination Date. If, prior to Closing, Seller discloses to Purchaser, or Purchaser discovers or has knowledge of, any misrepresentation of, or inaccuracy with respect to, any of the representations and warranties of Seller contained in Section 10(b) and Seller is unable or unwilling to cure such inaccuracy prior to Closing such that the condition to closing set forth in this Section 10(d) is not satisfied as of the Closing Date, then Purchaser shall have the right to terminate this Agreement by delivering written notice of such termination to Seller before the Closing. If Purchaser does not duly and timely terminate this Agreement pursuant to this Section 10(d), then Purchaser shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 10(d) and (x) such representations and warranties shall be deemed to have been modified to except therefrom such information disclosed by Seller, discovered by Purchaser, or of which Purchaser has knowledge and (y) Purchaser shall be deemed to have waived all claims for breach of such representations and warranties with respect to such information.
Closing Condition. As a condition precedent to the Closing, the transactions contemplated by this Agreement shall have been approved by (i) a majority of the board of directors of the Company (the “Board”), and (ii) the holders of fifty three percent (53%) of the Company’s Series C Preferred stock and Series C-1 Preferred stock, voting together as a single class.
Closing Condition. The parties acknowledge and agree that it is a condition to making the Distribution and consummating the other transactions herein contemplated to be consummated on the Distribution Date that no permanent injunction or preliminary injunction or other order shall have been entered, and not vacated, by a court or administrative agency of competent jurisdiction, in any proceeding or action, which enjoins, restrains, makes illegal or prohibits consummation of the transactions contemplated hereby, but that the threat or existence of any other litigation, action or other proceeding at law or in equity shall not prevent the consummation of such transactions.
Closing Condition. 3.1 Closing is conditional on the completion of the Share Proposal and the Scheme in accordance with the terms and conditions set out in the Scheme Document including for the avoidance of doubt, the withdrawal of the listing of the Shares on the Hong Kong Stock Exchange and the delisting of the Netcom ADSs from the New York Stock Exchange (the “Closing Condition”).
3.2 The Closing Condition is expected to be satisfied on or before 15 October 2008 and in any event no later than 15 December 2008 at 5:00pm Eastern Standard Time or such later date as the Parties may agree (the “Long Stop Date”).
3.3 If the Closing Condition has not been satisfied by the Long Stop Date, either Party has the right to terminate this Agreement with immediate effect. Each Party’s further rights and obligations cease immediately on termination, but termination does not affect a Party’s accrued rights and obligations at the date of termination.
Closing Condition. This Agreement is subject to the consummation of the Merger. If the Merger does not close, this Agreement shall be null and void.
Closing Condition. (i) The obligations of the Sellers and the Purchaser to perform the Closing Actions shall be subject to the satisfaction of the following condition (Bedingungen) (the Closing Condition): The Secured Bank has irrevocably released its pledge over the Seller 1 Shares and waived any and all rights under the assignment of the dividend rights attached to the Seller 1 Shares by executing a letter addressed to the Seller 1 and the Purchaser and declared to deliver to the Purchaser on the Closing Date the original of the power of attorney granted to the Secured Bank by Seller 1, subject only to the condition precedent of receipt of the full Seller 1 Bank Loan Amount as set forth in Clause 3.3(b)(viii).
(j) The Purchaser and the Sellers may, to the extent legally possible, jointly waive the Closing Condition.
Closing Condition. Buyer's and Seller's obligations hereunder are subject to and conditioned upon satisfaction of the following condition (the "Closing Condition" on or before one hundred twenty days (120 days) from the date hereof. Seller's eviction of Henderson Bowl, Inc. ("HBI") from the Premises and ability to deliver possession of the Premises to Buyer as the closing or Seller's entry into an agreement with HBI establishing arrangements for HBI to remain at the Premises for an agreed-upon period and for HBI's subsequent departure from the Premises. Any such agreement shall have been approved in writing by Buyer in its sole and absolute discretion. This contingency would also be considered satisfied despite the filing of a lawsuit or insolvency proceeding by HBI and/or its principal, Xxxxxx Xxxxx, provided that possession of the Premises is not at issue.
Closing Condition. Prior (and as a condition) to the Closing, Xxxxx agrees to reimburse the Company for $16,989.37 of his personal expenses charged to the Company’s credit card and known as of the date of execution of this Agreement. In addition, prior (and as a condition) to the Closing, IDT and the Company shall have executed a settlement agreement with respect to certain outstanding legal fees and settlement costs, and the Company shall have paid IDT all amounts due thereunder.
Closing Condition. 4.2.1 The obligations of the Sellers and the Purchaser to carry out the Closing shall be subject to the satisfaction of one of the following alternatives (heretofore and hereinafter referred to as the “Closing Condition”) and such satisfaction having been notified to the Parties: • the German Federal Cartel Office (Bundeskartellamt) has notified the Parties that the requirements for the prohibition of a merger as laid down in section 36 (1) GWB are not fulfilled; or • the one month waiting period after the filing of a complete notification pursuant to section 40 (1) GWB has expired without the Parties having been notified by the German Federal Cartel Office that it intends to enter into in-depth investigations of the transactions contemplated by this Agreement; or • the German Federal Cartel Office has issued a decision pursuant to section 40 (2) sentence 2 GWB to the effect that the transactions contemplated by this Agreement have been cleared; or • the waiting period of four months or an extended waiting period pursuant to section 40 (2) sentence 2 GWB has expired without the German Federal Cartel Office having issued a prohibition order.
4.2.2 The Sellers and the Purchaser undertake to use their best efforts and to act in good faith to cause the Closing Condition to be satisfied as soon as possible. The Sellers and the Purchaser shall inform each other in writing without undue delay (unverzüglich) as soon as the Closing Condition has been satisfied.
