Verification of Conditions Precedent and Closing Date Sample Clauses

Verification of Conditions Precedent and Closing Date. Upon verification of the Conditions Precedent described in items (a) to (c) and (e) of Section 5.2 above, the Sellers shall deliver a notice to the Buyer, as set forth in Section 9.1 below, together with any and all documents necessary to indisputably confirm the cumulative verification of any and all aforesaid Conditions Precedent. The Buyer will have up to 5 (five) Business Days counted from the date of receipt of notice from the Sellers to analyze the documents and confirm or not, reasonably in writing, whether the Precedent Conditions have been verified, by means of a notice to the Sellers, as set forth in Section 9.1 below (upon verification of the Precedent Conditions by the Buyer, the notice shall correspond to the “Closing Confirmation Notice”). If positive, being the Closing Confirmation Notice sent, without prejudice to the verification (or waiver by the applicable Party which has the right to, if applicable) of the other Conditions Precedent, the Closing shall occur (i) on the last day of the respective month (or, if it is not a Business Day, on the first Business Day following such day), if the Closing Confirmation Notice is received by Sellers up to 5 (five) Business Days prior to the end of the respective month; or (ii) on the last day of the following month (or, if it is not a Business Day, on the first Business Day following such day), if the Closing Confirmation Notice is received after the term established in sub item (i) (“Closing Date”)If negative, the period for verification of the Conditions Precedent shall continue to lapse on regular basis counted from the date hereof, without any suspensions or interruptions.
Sample 1
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Related to Verification of Conditions Precedent and Closing Date

  • Conditions Precedent at Closing Date The obligation of the Lenders to make Loans, and of any LC Issuer to issue Letters of Credit, is subject to the satisfaction of each of the following conditions on or prior to the Closing Date:

  • Satisfaction of Conditions Precedent Each party will use commercially reasonable efforts to satisfy or cause to be satisfied all the conditions precedent that are applicable to them, and to cause the transactions contemplated by this Agreement to be consummated, and, without limiting the generality of the foregoing, to obtain all material consents and authorizations of third parties and to make filings with, and give all notices to, third parties that may be necessary or reasonably required on its part in order to effect the transactions contemplated hereby.

  • Conditions Precedent and Subsequent The payments and benefits provided under Sections 6(c) and 6(d) of this Agreement (other than the Accrued Benefits and other than in the event of termination by reason of Employee’s death or Disability) are subject to and conditioned upon (i) Employee having provided, within 60 days after the Date of Termination (or such greater period as required by law), a waiver and general release agreement in a form satisfactory to the Company, which form shall, in the case of a termination on or following a Change of Control, be a form approved by the Compensation Committee prior to the Change of Control that shall not be modified on or after the Change of Control without Employee’s prior written consent, that has become effective and irrevocable in accordance with its terms, and (ii) Employee’s compliance with Sections 7 and 8 of this Agreement. Employee shall, upon request by the Company, be required to repay to the Company (net of any taxes paid by Employee on such payments), and the Company shall have no further obligation to pay, the Severance Payment or CIC Severance Payment, as applicable, in the event Employee receives, within six months after the occurrence of the breach, written notice from the Company that, in the reasonable judgment of the Reporting Person, Employee has materially breached his obligations under Section 7 or 8 of this Agreement; provided, however, that, in cases where cure is possible, Employee shall first be provided a 15-day cure period to cease, and to cure, such conduct. The Severance Payment if any, payable hereunder shall be paid in substantially equal installments over the 6-month period, following the Date of Termination, consistent with the Company’s payroll practices, with the first installment to be paid within 65 days after the Date of Termination and with any installments that would otherwise have been paid prior to such date accumulated and paid in a lump sum on the first date on which payments are made in accordance with the terms of this sentence. The CIC Severance Payment, if any, payable hereunder shall be paid in one lump sum within 65 days after the Date of Termination; provided, however, that, unless the CIC Severance Payment relates to a transaction that satisfies the requirements of Treas. Reg. § 1.409A-3(i)(5), any portion of the CIC Severance Payment that constitutes deferred compensation within the meaning of Section 409A, will be paid at the earliest date that is permitted in accordance with the schedule that is applicable to the Severance Payment.

  • Conditions Precedent The effectiveness of this Amendment is subject to the satisfaction of all of the following conditions precedent:

  • Initial Conditions Precedent The obligation of the Lenders to effect or permit the occurrence of the first Credit Event hereunder, whether as the making of a Loan or the issuance of a Letter of Credit, is subject to the satisfaction or waiver of the following conditions precedent:

  • Conditions Precedent to Closing Date The obligation of the Lenders to make each Loan hereunder, and the obligation of the Letter of Credit Issuer to issue Letters of Credit hereunder, in each case, on the Closing Date are subject to the satisfaction on or prior to the Closing Date of each of the following conditions:

  • Conditions Precedent to the Closing Date The obligation of the Lenders to execute this Agreement and make any requested Loans on the Closing Date is subject to the prior satisfaction of each of the following conditions (unless waived in writing by Administrative Agent with the consent of the Lenders):

  • Seller’s Conditions Precedent The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver, at or prior to the Closing Date, of each of the following conditions precedent:

  • Conditions Precedent to EFFECTIVENESS OF SECTIONS 2.01 AND 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the "EFFECTIVE DATE") on which the following conditions precedent have been satisfied:

  • Conditions Precedent to Loans The obligation of each Lender to make any Loans is subject, at the time of each such Loan, to the satisfaction of the following conditions:

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