Closing Conditions Precedent definition
Examples of Closing Conditions Precedent in a sentence
Notwithstanding anything to the contrary contained herein, if the Mutual Closing Conditions Precedent provided in Section 4.7 are not satisfied as of the Closing Date, then this Agreement shall automatically terminate and, except as otherwise expressly provided in this Agreement, no Party shall have any further liability or obligation to the other Party hereunder.
If all of the Purchaser Closing Conditions Precedent and all of Seller’s Closing Conditions Precedent are satisfied or waived in writing in accordance with the terms and conditions of this Agreement, Seller shall sell and transfer ProjectCo Interests to Purchaser, and Purchaser shall purchase and accept ProjectCo Interests from Seller, for the Purchase Price on the Closing Date, free and clear of all Liens, except for Permitted Liens.
Purchaser’s obligation to consummate the Closing and the Transactions is subject to the satisfaction, or waiver in writing by Purchaser in its sole discretion, of each of the Purchaser Closing Conditions Precedent, and Seller’s obligation to consummate the Closing and the Transactions is subject to the satisfaction, or waiver in writing by Seller in its sole discretion, of each of Seller’s Closing Conditions Precedent.
For the avoidance of doubt, the right of Seller to the Break-up Fee hereunder is absolute and is not subject to, dependent or conditional on any negligence, delay, breach, misfeasance, nonfeasance or any condition attributable to or misconduct on the part of the Buyer, unless the non-satisfaction of any of the First Closing Conditions Precedent results from any action, act or omission attributable to the Seller.
Provided all of Purchaser’s Closing Conditions Precedent are satisfied or waived, the Purchase Price, plus or minus prorations and other adjustments provided herein, if any, by wire transfer of immediately available funds, to be received in Title Company’s trust account on or before 2:00 p.m. Central Daylight Time on the Closing Date.
The obligation of the Parties to perform the Second Closing is subject to the satisfaction of the First Closing Conditions Precedent and, in addition, to the following condition precedent: the acquisition by the Seller of the full ownership of 100% of the share capital of Towers Zweite (this last condition, the “German Condition Precedent”).
This Agreement may be terminated (resuelto) by the Seller only, as regards all or some of the Companies or Towers Zweite, if the First Closing Conditions Precedent (which also applies to the Second Closing) have not been satisfied or waived prior to the Long Stop Date (or the Extended Long Stop Date) on the terms set forth in Clause 4.1 (and without prejudice to Clause 4.1.6) for any reason non attributable to the Seller.
Each of the Seller and the Purchaser shall use commercially reasonable efforts and as required by Applicable Laws and Government Authorities, to reasonably assist the other Party in fulfilling the Closing Conditions Precedent in Section 2.4 and Section 2.5, respectively, but only to the extent that such Party’s assistance is reasonably required in order to fulfill such Closing Conditions Precedent.
The Parties acknowledge that the Long Stop Date may be extended once for an additional term of nine months in order to satisfy the First Closing Conditions Precedent at the sole discretion of either the Seller or the Buyer (such later date the “Extended Long Stop Date”).
The Buyer shall be entitled to waive the First Closing Conditions Precedent, in total or in part, at its discretion, to the extent permitted by applicable law.