Conditions to Each Party’s Closing Obligation Sample Clauses

Conditions to Each Party’s Closing Obligation. The respective obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver at or prior to the Closing Date of the following conditions: (a) that no litigation, investigation, inquiry or proceeding is pending or, to each party’s knowledge, threatened in or by any court, tribunal, government agency or authority, domestic or foreign, to restrain, enjoin or prohibit consummation of the transactions contemplated by this Agreement; (b) the applicable parties shall have finalized, executed and delivered the following agreements: (i) the Employee Matters Agreement; (ii) the Shareholders’ Agreement; (iii) the Transfer Documents; (iv) the Venture Entity supplements; (v) the Shared Services Agreements; (vi) the Transition Services Agreements; (vii) the Nominee and Holdback Agreement; (viii) the leases, subleases or licenses to be entered into pursuant to Section 2.3(c); (ix) the Cameron Supply Agreements; (x) the Schlumberger Supply Agreements; (xi) the Venture Supply Agreements; (xii) the MPFM Supply, Separation and Support Agreements; (xiii) the Product Development Services Agreements; and (xiv) any Charter Documents of the Venture Entities not already effected as of Closing and any charter amendments referenced in Section 3.1 not already effected as of Closing; (c) the Governmental Approvals listed in Section 3.10(c) of the Cameron Disclosure Letter and Section 3.10(c) of the Schlumberger Disclosure Letter shall have been obtained or otherwise satisfied; and (d) in relation to any filing under the EU Merger Regulation, the European Commission shall have issued a decision under the EU Merger Regulation declaring the transactions contemplated under this Agreement compatible with the common market, or, if the European Commission has adopted any decision under Article 9 of the EU Merger Regulation to refer the transactions in part to any Member State of the European Economic Area, the European Commission shall have issued a decision declaring part of the transactions not so referred to that Member State compatible with the common market and every Member State to which part of the transactions has been referred to under Article 9 having issued a decision clearing the transactions.
Sample 1
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Conditions to Each Party’s Closing Obligation. The respective obligation of each Party to consummate the Closing is subject to the satisfaction or waiver, to the extent permitted by applicable Law, on or prior to the Closing Date of the following conditions: (a) the Regulatory Approvals set forth in Section 2.5(a) of the Disclosure Schedules (the “Closing Regulatory Approvals”), shall be in full force and effect and any related waiting periods required by Law shall have expired or been terminated; (b) no Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law or Order that is in effect and would (i) make the Closing illegal or (ii) otherwise prohibit or enjoin the consummation of the transactions contemplated by this Agreement; (c) the applicable Parties shall have executed and delivered the following agreements: (i) the Shareholders Agreement by and among Amarone, Xxxxxx and the Company in the form set forth in Annex C (the “Shareholders Agreement”), including the Tax Attribute Utilization Agreement attached as an exhibit thereto; (ii) the amended organizational documents of the Company in the forms set forth in Annex A; (iii) the Transitional Services Agreement by and between Xxxxxx and the Company in substantially the form set forth in Annex D (the “Xxxxxx Transitional Services Agreement”); (iv) the Transitional Services Agreement by and between Amarone and the Company in substantially the form set forth in Annex E (the “Amarone Transitional Services Agreement”); and (v) the Trademark License Agreement by and between Amarone and the Company in substantially the form set forth in Annex F (the “Amarone Trademark License Agreement”). (d) Since the date of this Agreement, there shall not have occurred a Material Adverse Effect on the combined Target Groups, taken as a whole.
Sample 1
Conditions to Each Party’s Closing Obligation. The respective obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to the Closing Date of the following conditions: (a) that no litigation, investigation, inquiry or proceeding is pending or, to each party's knowledge, threatened in or by any court, tribunal, government agency or authority, domestic or foreign, to restrain, enjoin or prohibit consummation of the transactions contemplated by this Agreement; (b) the applicable parties shall have finalized, executed and delivered the following agreements: (i) the Employee Matters Agreement; (ii) the Shareholders' Agreement; (iii) the Transfer Documents; (iv) the Sublease; (v) the Venture Entity and US EmployCo supplements; (vi) the Shared Services Agreement; (vii) the Transition Services Agreement; and (viii) any charter amendments referenced in Section 3.1 not already effected as of Closing. (c) the Governmental Approvals listed in Exhibit 3.11(c) shall have been obtained or otherwise satisfied.
Sample 1
Conditions to Each Party’s Closing Obligation. The respective obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to the Closing Date of the following conditions: (a) that no Claim is pending or, to each party’s knowledge, threatened by any Governmental Authority to restrain, enjoin or prohibit the consummation of the transactions contemplated by this Agreement or the other Transaction Documents; (b) the applicable parties shall have finalized, executed and delivered each of the Venture Purchase Agreements; and (c) the Governmental Approvals listed by the Parties in Schedule 3.1 (c) shall have been obtained or otherwise satisfied or waived by all parties.
Sample 1
Conditions to Each Party’s Closing Obligation. The respective obligations of each party under this Agreement to consummate and effect this Agreement and the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing of each of the following conditions: (a) No Injunctions or Restraints; Illegality. No judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition shall be in effect, and there shall not be pending or threatened any suit, action or proceeding by any Governmental Entity, preventing the consummation of the transactions contemplated by this Agreement.
Sample 1

Related to Conditions to Each Party’s Closing Obligation

  • Conditions to Each Party’s Obligation to Effect the Closing The respective obligation of each party to effect the Closing shall be subject to the satisfaction or waiver at or prior to the Effective Time of the following conditions:

  • Conditions to Obligations of Buyer and Seller The obligations of Buyer and Seller to complete the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing of the following conditions:

  • Conditions to Each Party’s Obligations The obligations of each Party to consummate the Merger and the other transactions described herein shall be subject to the satisfaction or written waiver (where permissible) by the Company and the Purchaser of the following conditions:

  • Conditions to Obligations of Each Party to Effect the Merger The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:

  • Conditions to Each Party’s Obligations to Effect the Merger The respective obligations of each party to effect the Merger shall be subject to the fulfillment (or waiver in whole or in part by the intended beneficiary thereof, in its sole discretion (provided that the condition set forth in Section 3.1(b) shall not be subject to waiver by any of the parties hereto)) on or prior to the Closing Date of the following conditions: (a) The limited partners of the Partnership who own more than 50 percent of the Units owned by all limited partners of the Partnership shall have voted to approve, at a special meeting of the Partnership held for that purpose (the “Special Meeting”), this Agreement, the Merger and the transactions contemplated hereby; (b) The Investors who own more than 50 percent of the Units owned by all Investors present in person or by proxy at the Special Meeting shall have voted to approve this Agreement, the Merger and the transactions contemplated hereby; (c) The Fairness Opinion shall not have been withdrawn prior to the Effective Time, unless a replacement opinion or opinions of an investment banking firm or firms satisfactory to SWR (including the Transaction Committee) to a similar effect has been received by the Transaction Committee and has not been withdrawn; (d) No provision of any applicable law or regulation and no judgment, injunction, order, or decree shall prohibit the consummation of the Merger and the transactions related thereto; (e) No suit, action, or proceeding shall have been filed or otherwise be pending against the parties to this Agreement or any officer, member, or affiliate of such parties challenging the legality or any aspect of the Merger or the transactions related thereto; and (f) The parties to the Merger shall have made all filings and registrations with, and notifications to, all third parties, including, without limitation, lenders and all appropriate regulatory authorities, required for consummation of the transactions contemplated by this Agreement (other than the filing and recordation of appropriate merger documents required by the DGCL or the DRULPA), and all approvals and authorizations and consents of all third parties, including, without limitation, lenders and all regulatory authorities, required for consummation of the transactions contemplated by this Agreement shall have been received and shall be in full force and effect, except for such filings, registrations, notifications, approvals, authorizations, and consents, the failure of which to make or obtain would not have a material adverse effect on the business or financial condition of a party to this Agreement, or the ability of a party to this Agreement to consummate the transactions contemplated by this Agreement.

  • Conditions to Each Party’s Obligation The respective obligation of each party to effect the transactions contemplated by this Agreement is subject to the satisfaction or waiver, on or prior to the Closing Date, of the following conditions:

  • Conditions to Each Party’s Obligation to Effect the Mergers The respective obligation of each party to effect the Mergers is subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:

  • Actions to Satisfy Closing Conditions Each Party shall take all such actions as are within its power to control, and shall use its best efforts to cause other actions to be taken which are not within its power to control, so as to ensure compliance with any conditions set forth in this Agreement which are for the benefit of itself or any other Party.

  • Buyer’s Closing Obligations At the Closing, Buyer shall:

  • Conditions to Obligation to Close (a) Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) the representations and warranties set forth in Section 3 above that are qualified as to their materiality or to the Knowledge of the Seller shall be true and correct and any such representations and warranties that are not so qualified shall be true and correct in all material respects at and as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement); (ii) the Seller and the Company shall have performed and complied with all of their respective covenants hereunder in all material respects through the Closing; (iii) there shall not be any injunction, judgment, order, decree, ruling or charge in effect preventing consummation of any of the transactions contemplated by this Agreement, and no action, suit, claim or proceeding shall be pending before any Authority which seeks to prohibit or enjoin the consummation of the transactions contemplated by this Agreement; (iv) the Seller shall have delivered to the Purchaser a certificate to the effect that the conditions specified above in Section 9(a)(i) and (ii), as they pertain to the Seller, have been satisfied in all respects; (v) the Seller shall have delivered to the Purchaser a certificate to the effect that the conditions specified above in Section 9(a)(i) and (ii), as they pertain to the Company, have been satisfied in all respects; (vi) the Seller shall have delivered to the Purchaser all of the items under Section 2(f) herein; and (vii) there shall be no payables or receivables between the Seller and the Company or between Affiliates of the Seller and the Company. (viii) the Purchaser shall have obtained financing to implement the transactions provided for in this Agreement and to provide sufficient working capital on such terms and conditions as are acceptable to the Purchaser, and the Purchaser shall have satisfied all of the conditions precedent to acquisitions under WinsLoew Furniture, Inc.'s line of credit with Fleet. (ix) all consents, waivers, exemptions, governmental approvals, regulatory approvals and other actions that are necessary in connection with the consummation of the transactions contemplated by this Agreement, shall be in full force and effect on the Closing Date. (x) the Purchaser shall have received from Seller all information available to Seller that is requested by the Purchaser promptly after the date hereof, and the Purchaser, upon review of such matters related to Seller, its assets, liabilities, financial condition, business, prospects or relations with third parties as it shall deem necessary or appropriate (in which review Seller shall cooperate), shall not have learned of any fact or matter that, in the good faith determination of Purchaser, causes Purchaser to be dissatisfied in any material respect with the transactions contemplated by this Agreement. The Purchaser may waive any condition specified in this Section 9(a) if it executes a writing so stating at or prior to the Closing.

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