Closing Conditions; Termination Sample Clauses

Closing Conditions; Termination. The Underwriter[s]’ obligations hereunder to purchase and pay for the 20 Bonds shall be subject to the performance by you of your obligations to be performed hereunder at or prior to the Closing, the accuracy in all material respects of your representations and warranties contained herein and the receipt by the Underwriter[s] of the documents set forth in Section 6(m) hereof at or prior to the Closing and shall also be subject to the following conditions: (a) At the time of the Closing, the Resolutions shall be in full force and effect, and shall not have been amended, modified, or supplemented except as may have been agreed to by the Underwriter[s]; (b) At the time of the Closing, all related official action of the Corporation shall be in full force and effect and shall not have been amended, modified or supplemented; (c) At the time of the Closing, the Official Statement shall be in the form approved by the Underwriter[s], and any contract, agreement or other document related to the Mortgage Loans (including the 20 Series Mortgage Loans), the Resolutions and this Bond Purchase Agreement that have been entered into shall be in full force and effect; (d) We may terminate this Bond Purchase Agreement by notification in writing to you if at any time subsequent to the date hereof and at or prior to the Closing: (i) [A committee of the House of Representatives or the Senate of the Congress of the United States shall have pending before it legislation (other than such legislation known as of the date hereof to be pending or to have been introduced), which legislation, if enacted in its form as introduced or as amended, would have the purpose or effect of imposing federal income taxation upon revenues or other income of the general character to be derived by the Corporation or by any similar body or upon interest received on obligations of the general character of the 20 Bonds which, in the Underwriter[s]’ reasonable opinion, materially adversely affects the market price of the 20 Bonds;]18 (ii) [A tentative decision with respect to legislation (other than such legislation known as of the date hereof to be pending or to have been introduced) shall be reached by a committee of the House of Representatives or the Senate of the Congress of the United States, or legislation shall be favorably reported by such a committee or be introduced, by amendment or otherwise, in, or be passed by the House of Representatives or the Senate, or recommended to the Congress of the ...
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Closing Conditions; Termination. (a) The obligations of Borrower hereunder in connection with the Closing are subject to the following conditions being met or waived by Borrower: (i) the staff of the Nasdaq Stock Market, LLC shall have cleared the Listing of Additional Shares form submitted by Borrower relating to the issuance of the Exchange Shares (the “Nasdaq Clearance”); and (ii) the board of directors of Borrower shall have approved this Agreement and the transactions contemplated hereby. (b) Lender may, at its option, terminate this Agreement, by written notice to Borrower, if the Free Trading Date does not occur on or before April 15, 2019.
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Closing Conditions; Termination. (a) The obligations of the Parties to consummate the transactions contemplated by this Agreement are subject to each of the following conditions: (i) the effectiveness of the Closing without giving effect to any waivers thereto; (ii) the effectiveness of the 2nd Lien Consent Agreement; (iii) delivery by Xxxxxxxx to each Investor of a stock certificate representing such Investor’s respective Purchased Shares as set forth on Exhibit A hereto; and (iv) delivery by each Investor to each of Xxxxxxxx and Evergreen, and by each of Xxxxxxxx and Evergreen to each Investor, of a certificate of an officer of such Party confirming the continued accuracy of such Party’s representations and warranties contained herein as of the date hereof and thereof. (b) Notwithstanding anything to the contrary, if the conditions to closing set forth in Section 2(a) have not been satisfied on or prior to July 16, 2013, at any time thereafter (i) any Investor may terminate this Agreement by giving written notice to the other Parties, and upon such termination, such Investor shall not have any ongoing obligations or liabilities to any other Party hereunder except as expressly provided otherwise herein; and (ii) Xxxxxxxx or Evergreen may terminate this Agreement by giving written notice to the other Parties, and upon such notice, no Party shall have any ongoing obligations or liabilities to any other Party hereunder except as expressly provided otherwise herein.
Sample 1
Closing Conditions; Termination. The obligation of the Purchaser to pay the Purchase Price to the Sellers and the obligation of the Sellers to transfer the ownership of the Shares to the Purchaser, are subject to: (i) the parties’ compliance with the obligations listed below, and (ii) no later than within the CFCE Authorization Period, the satisfaction of the conditions precedent (condiciones suspensivas) described in this Clause.
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Closing Conditions; Termination 
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Related to Closing Conditions; Termination

  • Closing Conditions (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

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