Closing Contingencies Sample Clauses
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Closing Contingencies. If one or more of the following Closing Conditions are not satisfied or waived by Buyer prior to the Closing Date, Buyer may elect to cancel this Agreement and terminate the Escrow upon written notice by Buyer to Seller of such election, whereupon Escrow Holder shall promptly refund to Buyer the Deposit, including any interest:
(a) There shall have occurred no material adverse change in the physical condition of the Property (defined as a loss exceed $500,000 to repair);
(b) Seller shall not enter into any new Leases, Contracts or agreements for the Property without Buyer's written consent. Buyer shall approve or disapprove any new Leases, Contracts or agreements submitted by Seller within five (5) calendar days. Buyer shall not unreasonably withhold their consent;
(c) The Title Company shall be committed to issue to Buyer at the Closing a CLTA Title Policy insuring title to the Property vested in Buyer in the aggregate amount of the Purchase Price subject only to the requirements and title exceptions shown on the title commitment delivered pursuant to Paragraph 4 to which Buyer has not objected. All endorsements thereto are at the sole cost of Buyer, unless purchased by Seller to cure a title exception to which Buyer has objected; and
(d) Seller shall have performed all of the obligations required to be performed by Seller under this Agreement. If any of the foregoing conditions have not been satisfied or performed or waived in writing by Buyer during the Due Diligence Period (or, with respect to 6.4(a) through 6.4(d), prior to Closing), Buyer shall have the right, at Buyer's option, either: (i) to terminate this Agreement by giving written notice to Seller on or before the end of the Due Diligence Period, in which event all rights and obligations of Seller and Buyer under this Agreement shall expire, and this Agreement shall become null and void; or (ii) if such failure of condition constitutes a breach of representation or warranty by Seller, constitutes a failure by Seller to perform any of the terms, covenants, conditions, agreements, requirements, restrictions or provisions of this Agreement, or otherwise constitutes a default by Seller under this Agreement, to exercise such rights and remedies as may be provided for by law or in equity.
Closing Contingencies. Sections 5.1.A and 5.1.B are collectively referred to as the “Governing Body Approvals.”
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. The obligations of Greeley to purchase the Property are subject to satisfaction of the following contingencies:
Closing Contingencies. Buyer's obligation to close this transaction shall be further conditioned upon all of Seller's representations and warranties set forth in this Section 6 hereof, being true, correct and complete as of the Closing.
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:
(a) Purchaser shall be able to obtain, at Purchaser’s expense, a standard owner’s title insurance policy (“Title Insurance Policy”) consistent with the Commitment required under the terms of this Agreement from the Title Company on the Closing date; and
(b) Seller shall provide Purchaser the closing documents described above in Section V (b). In the event that any one or more of the contingencies set forth in the preceding sentence shall not be satisfied or met by the Closing Date, Purchaser, at its option, may waive the satisfaction thereof, without Seller having liability to Purchaser by reason of Purchaser waiving the satisfaction thereof and proceed to Closing or terminate this Agreement, without liability to Seller, in which case, Seller shall promptly refund the Option Price (but not the interest earned on the Option Price).
Closing Contingencies. The appropriate legal documentation and definitive agreements relating to the Merger having been fully agreed upon by both parties and fully executed; and
Closing Contingencies. 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. 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.
B. If this agreement is not approved by the Insurance Department of the State of Louisiana through no fault of Buyer, then at Buyer's option this Agreement may be canceled and all negotiations of both parties shall terminate without further obligation.
C. If the Insurance Department of the State of Louisiana has not approved the purchase contemplated herein within three (3) months from November 1, 1999, Seller may terminate this agreement by written notice to Buyer.
Closing Contingencies. The obligation of the City to transfer the Property, and the obligations of the Developer to develop the Private Improvements as contemplated by this Agreement, are contingent upon the satisfaction of all of the following contingencies (collectively, the “Contingencies”). Either the City or the Developer may terminate this Agreement at any time prior to Closing if the Contingencies have not been satisfied or waived by June 30, 2025; provided that such deadline shall be extended by the same number of days that the Plan Approval Deadline is extended pursuant to the terms of this Agreement.