Failure of a Closing Condition Sample Clauses

Failure of a Closing Condition. So long as a party is not in default (beyond any applicable notice and cure period) under this Agreement, the failure of any condition to such party’s obligation to consummate the Closing on or prior to the Closing Date (or such earlier date as may be expressly set forth in this Agreement) shall result in this Agreement being immediately terminable by such party upon delivery of written notice to the other party on or before the Closing Date (or such earlier termination deadline as may be expressly set forth in this Agreement). Alternatively, the applicable party may elect to waive the failure of the applicable Closing condition or conditions, in which event the parties shall proceed to Closing without modification of the Purchase Price and otherwise pursuant to the terms of this Agreement. Upon proper termination of this Agreement under this Section 5(c), neither party shall thereafter have any rights or obligations under this Agreement except for those which survive termination. This Section 5(c) shall survive Closing or the termination of this Agreement.
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Related to Failure of a Closing Condition

  • 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:

  • Closing Conditions (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:

  • Post-Closing Conditions On or before each of the dates specified in this Section 4.3, Borrower shall satisfy each of the items specified in the subsections below:

  • 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”):

  • 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:

  • Frustration of Closing Conditions None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.03.

  • 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:

  • 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:

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

  • 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.

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