Conditions Precedent and Closing Sample Clauses

Conditions Precedent and Closing. (A) The transfer and assignment of the Farm-In Interest shall be subject to the fulfillment of the following conditions to Closing (each a “Condition Precedent” and together the “Conditions Precedent”): (i) a notice to the Government from the Farmor in a form acceptable to Farmee, acting reasonably, requesting the Arrete in Section 3.1(A)(ii). Such notice shall clearly indicate Farmor’s intent to resign as Operator under the JOA and transfer Operatorship to Farmee as soon as practicable following Closing; (ii) the receipt of an Arrêté signed by the Minister of Mines and Geology, representing the necessary approvals and consents of the Government pursuant to the PSC and the Laws/Regulations to the transfer and assignment of the Farm-In Interest to the Farmee and to the appointment of Farmee as a qualified Contractor as defined in the Petroleum Code; (iii) a notice sent to the parties to the JOA by the Farmor that effective as of Closing it is officially and irrevocably providing notice pursuant to Section 4.9 of the JOA of its resignation as Operator and calling an Operating Committee meeting as soon as practical to appoint a successor Operator and that it shall vote its interest at such Operating Committee meeting to appoint Farmee as Operator; (iv) the execution by Xxxx of an amendment and novation to the JOA in the form set out in Exhibit E; (v) the waiver of any pre-emptive rights, tag along rights or other third party participation rights of a similar nature and the receipt of all required consents under the JOA or any other agreements in connection with the Farm-In Interest; and (vi) the Farmee having completed, to its reasonable satisfaction, a good faith due diligence review of the Farmor and the PSC in order to ensure that the Farmor and the PSC comply with the requirements of the Farmee’s compliance and anti-corruption policies (the “Additional Due Diligence”). Farmor and its Affiliates agree to provide Farmee with all reasonable assistance in the conduct of the Additional Due Diligence, including providing Farmee with all information reasonable requested by Farmee. . (B) The Farmor shall notify the Farmee as soon as reasonably practicable upon satisfaction of each Condition Precedent, and in respect of the Condition Precedent in Section 3.1(A)(i) shall provide the Farmee with a copy of the Arrêté received from the Government approving the transfer and assignment promptly following the Approval Date.

Conditions Precedent and Closing. 7.1 Buyer's Conditions Precedent. In addition to any other conditions precedent in favor of Buyer as may be set forth elsewhere in this Agreement, Buyer's obligations under this Agreement are expressly subject to the timely fulfillment of the conditions set forth in this Section 7.1 on or before the Closing Date, or such earlier date as is set forth below. Each condition may be waived in whole or in part only by written notice of such waiver from Buyer to Seller. (a) Seller performing and complying in all material respects with all of the terms of this Agreement to be performed and complied with by Seller prior to or at the Closing.

Conditions Precedent and Closing. (a) Section 6.1(a) shall be deleted and replaced in its entirety with the following:

Conditions Precedent and Closing. Section VIII.1 Conditions Precedent to Initial Advance --------------------- ------------------------------------------- The obligation of the Bank to renew and extend the Existing Loans and to make the initial Advance hereunder is subject to the condition precedent that the Bank shall have received on or before the Closing Date all of the following, each dated (unless otherwise indicated) the Closing Date, in form and substance satisfactory to the Bank:

Conditions Precedent and Closing. As allowed by Article 178 of the Peruvian Civil Code, the parties agree that the acquisition by PEÑOLES’ of the CONCESSIONS in the manner contemplated by clause 3 herein and the obligations undertaken by PEÑOLES resulting therefrom, is subject to the following conditions being fulfilled in all material respects in the reasonable opinion of PEÑOLES, or waived in writing by PEÑOLES:

Conditions Precedent and Closing. 2.1 The transfer of RAG's holdings in Xxxxxxxxx shall not take effect unless and until: 2.1.1 in response to its applications, dated February 18 and March 5, 2002, for ministerial approval, pursuant to Section 42 of the German Antitrust Act (GWB), for the merger proposals (as per the Gelsenberg notification dated August 15, 2001 and the Xxxxxxxxx notification dated November 9, 2001) that were vetoed by the German Federal Cartel Office, E.ON has been granted ministerial approval that is either unconditional or that is subject only to conditions of such a nature that E.ON has been able to communicate its agreement thereto in writing to RAG within four weeks after the special ministerial approval was granted, and either as of the time when all the other conditions precedent are met, no competent court has issued any ruling overturning or barring either the ministerial approval or its enforcement, or, approval has been obtained for the above-stated merger proposals by means of appeal proceedings, providing that the approval so obtained is enforceable; and 2.1.2 each of the other shareholders in Xxxxxxxxx has expressly waived its right of first option or, in response to the offer for the sale of RAG's holdings in Xxxxxxxxx made by BG and EBV to their co-shareholders in Xxxxxxxxx as per clause 5.1 hereof, has, in accordance with Section 21(1) of Xxxxxxxxx'x Bylaws, given written notice that it does not intend to take up said offer, or, while wishing to take up said offer has nonetheless not within two months reached agreement with BG and EBV as to the purchase price for the holdings offered, and has not, within three months of receipt of the offer by Xxxxxxxxx, demanded that the purchase price for the holdings offered be determined by an arbitrator's opinion; and Register of Notarial Instr., Rec. No. 2002/____Cu 2.1.3 either the EU Commission and the competent antitrust authorities in the USA and Canada have expressly given their permission for the acquisition of the stake in Degussa and the Shareholders' Agreement (as defined in the Framework Agreement) with E.ON to proceed, or all applicable deadline periods for the imposition of prohibitions by the EU Commission and the aforementioned antitrust authorities have elapsed without any prohibitions being imposed on the above-stated transactions; and 2.1.4 the government of the Federal Republic of Germany and the government of the federal state (Land) of North Rhine-Westphalia have unconditionally approved both the...

Conditions Precedent and Closing. Documents.......................................................

Conditions Precedent and Closing. 27 Section 8.1. Conditions Precedent to Initial Advance 27 Section 8.2. [Intentionally Deleted]. 28 Section 8.3. Conditions Precedent to All Advances 28 Section 8.4. Closing 29 ARTICLE IX.

Conditions Precedent and Closing. Section 8.1.

Conditions Precedent and Closing. 6.1 The assignments of shares and transfer of assets pursuant to the Implementation Agreement and the effectiveness (Wirksamkeit) of the JV Agreement shall be subject to the Closing (as defined below). 6.2 Closing shall be subject to the conditions precedent set out in this section 6.2 having been duly fulfilled or waived: (a) the European Commission issuing a decision under Article 6(1)(b) or Article 8(1) of Council Regulation (EC) 139/2004 (the “ECMR”), or being deemed to have done so under Article 10(6) of the ECMR, declaring the Transaction compatible with the Common Market or, in the event that the European Commission decides pursuant to Article 9(3) ECMR or Article 4(4) ECMR to refer the entire case or parts of the case to the competent authority of the relevant member state, or in the event the European Commission is deemed to have made such a decision pursuant to Article 9(5) ECMR or Article 4(4) subparagraph 4 ECMR, the Transaction being cleared by the competent authority under the applicable national merger control provisions or the Transaction being deemed to have been cleared under such national merger provisions; (b) this Agreement not having been rescinded by either Rockwood and/or Kemira in accordance with section 11; (c) in each case in accordance with the requirements set forth in this Agreement (i) the stub fiscal year of JV Europe as required pursuant to the Water Business Carve-Out having been duly registered in the applicable commercial register and the Upstream Enterprise Agreement having been duly terminated to the end of the aforementioned stub fiscal year; and (ii) the Water Business Carve-Out (including the termination of the Downstream Enterprise Agreement) having been implemented. (d) The condition precedent under section 6.2(c) may be waived in writing jointly by Rockwood Germany and Kemira. 6.3 On the last day of the month which ends after no less than five days on which banks in Frankfurt am Main, Germany, and Helsinki, Finland, are generally open for business (“Business Days”) after the last of the conditions precedents set out in section 6.2 has been duly fulfilled or waived (or any other day after fulfilment of the conditions precedent mutually agreed), the Parties shall meet in Frankfurt at Xxxxxxxx Chance’s offices to complete the Transaction by signing a customary closing memorandum substantially in the form of Annex 6.3 (the completion of the “Closing”, it being understood that the Transaction completes at 24.00 hours ...