CONDITIONS TO CLOSING 16 Sample Clauses

CONDITIONS TO CLOSING 16. Section 6.01. Conditions in connection with the Closing 16 Section 7.01. Survival of Representations and Warranties 17 Section 7.02. Indemnification 18 Section 7.03. Limits on Indemnification 18 Section 7.04. Third-Party Claims 19 Section 7.05. Exclusive Remedy 19
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
CONDITIONS TO CLOSING 16. Section 5.1. Conditions to Each Party’s Obligation to Effect the Closing 16 Section 5.2. Conditions to Obligation of Sellers to Effect the Closing 16 Section 5.3. Conditions to Obligation of Buyer to Effect the Closing 17 Section 5.4. Frustration of Closing Conditions 17 Section 6.1. Termination 18 Section 7.1. Tax Returns 19 Section 7.2. Tax Dispute Resolution Mechanism 20 Section 7.3. Conveyance Taxes 20 Section 7.4. Tax Sharing Agreements 21 Section 8.1. Survival of Representations and Warranties 21 Section 8.2. Indemnification 21 Section 8.3. Exclusive Remedy 22 Section 8.4. Characterization of Indemnification Payments 23 Section 9.1. Expenses 23 Section 9.2. Certain Defined Terms 23 Section 9.3. Counterparts; Effectiveness 24 Section 9.4. Governing Law 24 Section 9.5. Submission to Jurisdiction 25 Section 9.6. Waiver of Jury Trial 25 Section 9.7. Notices 25 Section 9.8. Assignment; Binding Effect 26 Section 9.9. Severability 26 Section 9.10. Entire Agreement; No Third-Party Beneficiaries 26 Section 9.11. Headings 27 Section 9.12. Interpretation 27 Section 9.13. Extension of Time, Waiver, Etc. 27 Additional Indebtedness 15 Affiliate 24 Agreement 1 Amended and Restated Loan Agreement 2 Applicable License Schedule 10 Applicable Licenses 10 Applicable Permits 7 ATT Approvals 6 Balance Sheet 7 Business Day 24 Buyer 1 Buyer Disclosure Schedule 11 Cash Payment 2 Closing 2 Closing Date 2 Comteco 3 control 24 Conveyance Taxes 21 Damages 22 Designee 2 Effective Date 1 Financial Statements 7 Governmental Entity 6 Indebtedness 24 Indemnified Parties 22 Indemnifying Party 22 Initial Tranche 2 Intellectual Property 9 Knowledge 25 Laws 7 Lien 5 Loan Agreement 2 Management Agreement 3 Material Adverse Effect 4 Material Contract 10 New York Court 25 NuevaTel 1 NuevaTel Interests 1 Permitted Lien 25 Person 25 Pre-Closing Returns 19 Privilege 16 Purchase Price 2 Salamanca 1 Sale 1 Sale Entities 1 Sale Interests 1 Seller 1 Seller Indemnified Parties 22 Seller-Only Returns 20 Sellers 1 Sellers Disclosure Schedule 4 Sellers Indemnified Parties 22 Settlement Accountants 21 SHC 1 Straddle Period Returns 20 Subsidiary 25 Tax 9 Tax Authority 9 Tax Return 9 Tax Sharing Agreements 21 Termination Date 18 Third Party Claim 22 TILT 1 TIP LLC 1 Trust Agreement 2 TSB Purchase Agreement 14 WWIB 1 WWIB II 1 WWIB II Sale Interests 1 WWIB Sale Interests 1 THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of March 28, 2022 (the “Effective Date”), by and among Tr...
Sample 1
CONDITIONS TO CLOSING 16. Section 5.01 Condition to the Obligations of all of the Parties. 16 Section 5.02 Condition to the Obligations of the Buyers. 17 Section 5.03 Condition to the Obligations of CPG 17
Sample 1
CONDITIONS TO CLOSING 16. Section 6.01. Conditions in connection with the Closing 16 Section 7.01. Survival of Representations and Warranties 18 Section 7.02. Indemnification 18 Section 7.03. Limits on Indemnification 18 Section 7.04. Third-Party Claims 19 Section 7.05. Exclusive Remedy 19 Section 8.01. Termination 20 Section 8.02. Effect of Termination 20 Section 9.01. Notices 21 Section 9.02. Public Announcements; Confidentiality 22 Section 9.03. Adjustments for Share Splits, etc. 22 Section 9.04. Amendment 22 Section 9.05. Taxes and Expenses 22 Section 9.06. Assignment 23 Section 9.07. No Third-Party Beneficiaries 23 Section 9.08. Governing Law; Arbitration 23 Section 9.09. Entire Agreement 23 Section 9.10. Severability 24 Section 9.11. Counterparts 24 Section 9.12. Specific Performance 24 THIS SHARE PURCHASE AGREEMENT, dated as of August 24, 2018 (this “Agreement”), is by and between China Biologic Products Holdings, Inc., a Cayman Islands exempted company (the “Company”), and PW Medtech Group Limited, a Cayman Islands exempted company (the “Investor”). The Company and the Investor are referred to in this Agreement collectively as the “Parties” and individually as a “Party.”
Sample 1
CONDITIONS TO CLOSING 16. Section 6.1 Conditions to the Operating Partnership’s and the Company’s Obligation to Close 16 Section 6.2 Conditions to the Contributors’ Obligation to Close 17
Sample 1
CONDITIONS TO CLOSING 16. Section 7.1 C Media’s Conditions to Closing 16 Section 7.2 Kingtone’s Conditions to Closing 17 ARTICLE 8 CLOSING 18 Section 8.1 Time and Place of Closing 18 Section 8.2 Obligations of C Mediaat Closing 18 Section 8.3 Obligations of Kingtone at Closing 18 ARTICLE 9 TERMINATION 18 Section 9.1 Termination 18 Section 9.2 Effect of Termination 19
Sample 1
AutoNDA by SimpleDocs
CONDITIONS TO CLOSING 16. Section 2.01 Conditions to Obligations of All Parties 16 Section 2.02 Conditions to Obligations of Buyer and Merger Subs 16 Section 2.03 Conditions to Obligations of the Company and Blocker 17 Section 2.04 Waiver of Conditions 18 Section 2.05 Frustration of Closing Conditions 18
Sample 1

Related to CONDITIONS TO CLOSING 16

  • Conditions to Closing The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the purchase price for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (a) Each of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms of Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed by an authorized officer of the Seller substantially in the form of Exhibit D to this Agreement. (b) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof. (c) The Purchaser shall have received the following additional closing documents: (i) copies of the Seller’s Articles of Association, charter, by-laws or other organizational documents and all amendments, revisions, restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller; (ii) a certificate as of a recent date of the Secretary of State of the State of Delaware to the effect that the Seller is duly organized, existing and in good standing in the State of Delaware; (iii) an officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and each Rating Agency; (iv) an opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters, the Initial Purchasers and each Rating Agency; and (v) a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Primary Free Writing Prospectus, the Prospectus Supplement, the Preliminary Offering Circular or the Final Offering Circular (each as defined in the Indemnification Agreement), as of the date thereof or as of the Closing Date (or, in the case of the Primary Free Writing Prospectus or the Preliminary Offering Circular, solely as of the time of sale) contained or contain, as applicable, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information (as defined in the Indemnification Agreement) in the Prospectus Supplement appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB. (d) The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement. (e) The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement. (f) The Seller shall furnish the Purchaser, the Underwriters and the Initial Purchasers with such other certificates of its officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may reasonably request.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!