Conditions Closing Sample Clauses

Conditions Closing. Except as otherwise provided in this Agreement, if any event should occur, either within or without the control of any party hereto, which would prevent fulfillment of the conditions set forth in Articles 11 and 12 hereof upon the obligations of any party hereto to consummate the transactions contemplated by this Agreement, the parties hereto shall use their reasonable best efforts to cure the event as expeditiously as possible.
Sample 1Sample 2
AutoNDA by SimpleDocs
Conditions Closing. The respective obligations of Buyer and Seller to consummate the Purchase are subject to (i) the satisfaction of the conditions to the performance of such party's obligations under the Transaction Agreement and the simultaneous consummation of the CMGI Debt Restructuring and (ii) the accuracy of the representations and warranties of the other party hereunder. The closing (the "CLOSING") of the purchase and sale of the Units hereunder, concurrently with the retirement of the Notes and the consummation of the other transactions comprising the CMGI Debt Restructuring, shall take place at the offices of Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx as soon as possible, but in no event later than 10 business days after satisfaction of the conditions set forth above, or at such other time or place as Buyer and Sellers may agree. At the Closing,
Sample 1
Conditions Closing. The Company’s obligation to purchase the Shares pursuant to paragraph 1 is subject to (w) the representations and warranties of each of the Sellers contained in paragraph 8 hereof being true and correct in all material respects on and as of the Closing Date as if made on and as of such date, (x) the compliance by each of the Sellers in all material respects with all of the covenants and agreements set forth in this Agreement that are required to be performed or complied with by each of the Sellers on or before the Closing Date, (y) the receipt of an adequate surplus opinion, dated on or about the Closing Date, addressed to the Company’s Board of Directors of an independent appraisal firm reasonably acceptable to the Company (it being agreed that Xxxxxxxx Xxxxx Xxxxxx & Xxxxx Financial Advisors, Inc. is reasonably acceptable to the Company) and (z) the consummation of the Company Merger as of or immediately following such purchase of the Shares pursuant to paragraph 1 (it being understood that the Company’s and PAETEC’s obligations to cause the consummation of the Company Merger is subject to the conditions set forth in the Merger Agreement). The Sellers’ obligations to sell the Shares pursuant to paragraph 1 are subject to (a) the representations and warranties of the Company contained in paragraph 8 hereof being true and correct in all material respects on and as of the Closing Date as if made on and as of such date, (b) the compliance by the Company in all material respects with all of the covenants and agreements set forth in this Agreement that are required to be performed or complied with by the Company on or before the Closing Date, and the provision by the Company to each Seller (or its attorney-in-fact) of such supporting documents with respect to the repurchase of the Shares pursuant to this Agreement as may be reasonably requested by the Sellers, (c) the receipt of an adequate surplus opinion, dated on or about the Closing Date, addressed to the Company’s Board of Directors of an independent appraisal firm reasonably acceptable to the Sellers (it being agreed that Xxxxxxxx Xxxxx Xxxxxx & Xxxxx Financial Advisors, Inc. is reasonably acceptable to the Sellers), (d) the determination by the Board of Directors of the Company that the Company shall have sufficient lawfully available funds to purchase the Shares in accordance with this Agreement in compliance with the Delaware General Corporation Law, and (e) the consummation of the Company Merger as o...
Sample 1
Conditions Closing. The closing of Buyer’s purchase of the Shares (the “Closing”) shall be October 28, 2014 at the headquarters offices of the Seller, or such other place as the parties shall agree. At the Closing:
Sample 1
Conditions Closing. The closing shall be held at the offices of Company’s counsel or as otherwise determined by Hunter and the Company. The obligations of Hunter hereunder shall be subject to the continuing accuracy in all material respects of the representations and warranties of the EXECUTION COPY Company herein as of the date hereof and as of each closing date with respect to the Company as if it had been made on and as of such closing date; the accuracy on and as of each closing date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company on and as of each closing of its covenants and obligations hereunder and to the following further conditions:
Sample 1
Conditions Closing. The Parties agree that each of the following shall have occurred prior to, or shall occur contemporaneous with, the closing of the transactions contemplated by this Agreement:
Sample 1
Conditions Closing 
Sample 1Sample 2Sample 3See All (19)
AutoNDA by SimpleDocs

Related to Conditions Closing

  • FPS Closing Conditions (a) The obligation of the Purchaser to purchase the Forward Purchase Securities at the FPS Closing under this Agreement shall be subject to the fulfillment, at or prior to the FPS Closing of each of the following conditions, any of which, to the extent permitted by applicable laws, may be waived by the Purchaser:

  • Seller’s Closing Conditions The obligations of Seller under this Agreement are subject, at the option of Seller, to the satisfaction, at or prior to the Closing, of the following conditions:

  • Buyer’s Closing Conditions The obligations of Buyer under this Agreement are subject, at the option of Buyer, to the satisfaction, at or prior to the Closing, of the following conditions:

  • Conditions and Closing 4.1 The Closing Date will occur on such date as may be determined by the Issuer in its sole discretion. The Issuer may, at its discretion, elect to close the Offering in one or more closings.

  • Purchaser’s Closing Conditions The Purchaser’s obligations to close the transactions described in this Agreement are subject to the satisfaction at or prior to Closing of the following conditions precedent (the “Purchaser’s Closing Conditions”):

  • Conditions to the Closing On or before the Closing Date, the Trust Depositor shall deliver or cause to be delivered the following documents to the Owner Trustee and the Indenture Trustee:

  • Conditions to the Closing Date The obligations of each Bank to make the Loans contemplated by subsections 2.1 and 2.2 and of the Issuing Bank to issue Letters of Credit contemplated by subsection 3.1 shall be subject to the compliance by the Company with its agreements herein contained and to the satisfaction, on or before October 1, 2004, of the following conditions:

  • Satisfaction of Closing Conditions The Vendors agree to use their best efforts to ensure that the conditions set forth in Section 5.1, and the Purchaser agrees to use its best efforts to ensure that the conditions set forth in Section 5.3, are fulfilled at or prior to the Closing Time.

  • Closing Conditions to Closing The Lender will not be obligated to make the initial Loans or to obtain any Letters of Credit on the Closing Date, unless the following conditions precedent have been satisfied in a manner satisfactory to Lender:

  • Company Closing Conditions The Company’s obligation to consummate the transaction hereunder at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company:

Time is Money Join Law Insider Premium to draft better contracts faster.