Closing Contingencies. Notwithstanding anything to the contrary contained in this Agreement, and notwithstanding Purchaser’s election to exercise the Option and issuance of an Option Notice, Purchaser shall not be obligated to close hereunder unless:
Closing Contingencies. 1. The appropriate legal documentation and definitive agreements relating to the Asset Sale having been fully agreed upon by both parties and fully executed; and
Closing Contingencies. 1. The appropriate legal documentation and definitive agreements relating to the Merger having been fully agreed upon by both parties and fully executed; and 2. The approval by each party's Board of Directors, shareholders and the American Stock Exchange.
Closing Contingencies. A. The Closing of this transaction shall be specifically contingent upon the Buyer receiving approval as a Buyer by the Insurance Department of the State of Louisiana as provided by Title 22 Louisiana Statutes Annotated and all applicable rules and regulations promulgated thereunder. The Buyer shall, promptly after the execution of this Agreement, make diligent application to the Insurance Department of the State of Louisiana for its approval of this transaction and shall comply with such reasonable requirements of the insurance Department of the State of Louisiana for its approval. Seller agrees to assist and cooperate with Buyer in the application process.
Closing Contingencies. Buyer’s obligation to Close this transaction shall be further conditioned upon all of Seller’s representations and warranties set forth in Section 7 hereof being true, correct and complete as of the Closing.
Closing Contingencies. It is acknowledged and agreed by the Parties that: (i) each and every Transaction contemplated by this Agreement is contingent upon and subject to (A) such regulatory and shareholder approvals as may be required by any applicable corporate governance documents or governmental authority, and (B) the ability of either Party to materially perform each material Closing obligation hereunder by the Closing Deadline (i.e., for ‘cause’) (each a “Closing Contingency”); and (ii) neither Party shall be liable to the other Party or any breakup fee or otherwise for any failure to close the Transactions due to a Closing Contingency that is not cured or remedied by the non-performing Party or mutually resolved by the Parties in writing on or before the Closing Deadline, or any permitted extensions thereof.
Closing Contingencies. Sections 6.1.A and 6.1.B are collectively referred to as the “Governing Body Approvals.”
Closing Contingencies. (a) Notwithstanding the satisfaction or waiver of the contingencies specified in Section 4 hereof, Purchaser shall not be obligated to close hereunder unless Purchaser can obtain from Title Company on the Closing Date a standard ALTA owner's title insurance policy form B-1999 in accordance with this Agreement, insuring fee simple title to the Property in Purchaser subject to the Permitted Exceptions, with a 3.1 zoning endorsement, a survey endorsement, a contiguity endorsement, and an access and public road endorsement, and deleting all standard exceptions including, without limitation, the survey and mechanic's lien exceptions. In the event that such contingency shall not be satisfied or met by the Closing Date, Purchaser, at its option, may waive the satisfaction thereof or terminate this Agreement, and if Purchaser shall terminate this Agreement, Purchaser shall receive a return of the Xxxxxxx Money and all further rights and obligations of the parties hereunder shall be terminated (except the indemnity set forth in Section 5).
Closing Contingencies. 7.1. The execution of the Transaction Documents and the closing of the transactions contemplated herein are contingent upon:
Closing Contingencies. A. The Closing Date shall be on a date mutually agreeable to the parties, which date shall be no later than ninety (90) days after the Effective Date of this Agreement.
