Condition Precedent to Closing. The parties acknowledge that satisfaction of the following requirements collectively constitute a Condition Precedent to the closing of COUNTY's sale of the Property to PURCHASER ("Condition Precedent").
Condition Precedent to Closing. The following conditions must be satisfied prior to the closing of the Merger:
(a) appropriate approvals must be obtained from or notices filed with the Indiana Department of Financial Institutions and the Federal Deposit Insurance Corporation; and
(b) the Holding Company Merger must occur.
Condition Precedent to Closing. Notwithstanding anything to the contrary contained herein (but subject to Sections 9.1 and 9.3 hereof), it shall be a condition to each party’s obligation to close the sale of the Property, that a closing occur simultaneously with the Closing with respect to (i) Oak Park Village and Champions Village in Texas, (ii) Heritage Station in North Carolina, and (iii) Cherokee Plaza, Xxxxx Plains Exchange and Xxxxxxxx Bridge Commons in Georgia (collectively, the “Other Properties”), which Other Properties are the subject to Agreements of Purchase and Sale by and between Affiliates of Sellers, as seller, and Purchaser, as purchaser (the “Other Property Agreements”), the parties hereto acknowledging that the Property -45- is being sold as a part of the portfolio containing the Property and the Other Properties and the parties do not intend to sell or purchase the Property or any of the Other Properties as individual assets; provided, however, that (1) if the affiliate of Seller which is the seller under the Other Property Agreement for the Texas assets duly exercises its right to terminate such Other Property Agreement with respect to Champions Village pursuant to Section 10.13 thereof (such termination, the “Champions 10.13 Termination”), or (2) the “Closing Date” of the sale of Champions Village is scheduled to occur following the Closing Date hereunder pursuant to the terms of the Other Property Agreement for Champions Village, then the closing of the sale of Champions Village shall not be a condition to the Closing of the sale of the Property. Sellers intend that the sale of the Property, together with the sale of the Other Properties by Affiliates of Sellers constitute the sale of property to one buyer as part of one transaction within the meaning of Section 857(b)(6)(E)(vi) of the Internal Revenue Code of 1986, as amended. Furthermore, if either party exercises any right to terminate this Agreement in accordance herewith, such party (or its applicable Affiliate) shall simultaneously terminate each of the Other Property Agreements (if such Other Property Agreements are not terminated by their terms), and the xxxxxxx money deposits held under such Other Property Agreements shall be delivered to the party (or its applicable Affiliate) entitled to receive same hereunder. Seller and Purchaser hereby agree that the exercise of a right to terminate under any of the Other Property Agreements shall automatically terminate this Agreement, and the Xxxxxxx Money Deposit s...
Condition Precedent to Closing. The following conditions must be satisfied prior to the closing of the Merger:
(a) appropriate approvals must be obtained from or notices filed with the Office of the Comptroller of the Currency; and
(b) the merger of First Merchants and Citizens contemplated by the Merger Agreement must occur.
Condition Precedent to Closing. Unless waived by Purchaser, Purchaser will not be obligated to close this transaction unless on or before the end of the Contingency Period Final Approval has occurred. It shall be a condition to Purchaser’s obligation to close (waivable by Purchaser) that the Approvals must be without conditions or restrictions (including the payment of assessments or the posting of security) that are unacceptable to Purchaser, as determined by Purchaser in its sole discretion.
Condition Precedent to Closing. Before Closing Date (as defined hereunder), the Seller shall file all applications and take any necessary actions to cancel all real- estate mortgages existing on the Real Property and at the Closing Date shall provide the Buyer with evidence of the authorization to the cancellation of the relevant mortgages.
Condition Precedent to Closing. Purchaser’s obligation to close the purchase of the Lots is expressly conditioned upon Substantial Completion of the Lots. However, Purchaser may continue with the Closing on any Lot or Lots prior to Substantial Completion of the Lots, and Seller agrees that any such Closing will not be deemed a waiver of the Substantial Completion requirements for the applicable Lots. Seller agrees to sell any Lots prior to Substantial Completion upon request of Purchaser. Seller will continue to have the full responsibility to perform Substantial Completion with respect to Lots which have and have not been closed.
Condition Precedent to Closing. See insert on pages 21(i) through 21(vi).
Condition Precedent to Closing. The Township and the Seller acknowledge that the Closing is contingent upon (i) the review and inspection to be conducted by the Township of any and all matters relating to the condition of the Property during the Due Diligence Period as more fully set forth in Article 9 of this Agreement; (ii) Seller’s cure of title defects, if any, in accordance with the provisions of Article 6 of this Agreement; and (iii) continuing availability of funding and continuing legal authority for the acquisition by the Township.
Condition Precedent to Closing. The obligations of the Company and the Director Investor to consummate the Closing are subject to the satisfaction or written waiver by both the Company and the Director Investor on or prior to the Closing Date of the following condition:
(i) no laws shall have been adopted or promulgated, and no temporary restraining order, preliminary or permanent injunction or other order issued by a court or other Governmental Body of competent jurisdiction shall be in effect, having the effect of making the purchase of the Shares by the Director Investor and the other transactions contemplated hereby illegal or otherwise prohibiting consummation thereof.
