Condition to Closing definition

Condition to Closing means a condition to the closing of the divestiture specified in the Divestiture Agreement, but not including a condition that requires the delivery of a certificate or other document, or the purchase price, at or immediately prior to the closing.
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Condition to Closing means a condition to closing in any Divestiture Agreement other than a condition that requires the delivery of a certificate or other document, or the purchase price, at or immediately prior to the closing.
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Condition to Closing has the meaning set forth in Section 3.1.1.
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Examples of Condition to Closing in a sentence

  • Escrow shall close within thirty (30) days after satisfaction of the Condition to Closing set forth in Section 4 B (i).

  • The waiver of a Condition to Closing will not be deemed to be a waiver of any right to seek remedies as provided in this Agreement.

  • Condition to Closing of All Parties............................................

  • As provided in Section 3.1 above, it will be a Condition to Closing that the City, Agency and Stadium Authority approve a detailed plan for the financing of the Stadium, specifically including the maximum investment of the Agency and CFD and protection of the City’s general and enterprise funds (the “Finance Plan”).

  • The Parties shall not, and shall ensure that their respective employees, agents and Affiliates shall not, use, copy or disclose any of the Confidential Information except as reasonably needed in the course of exercising the rights granted hereunder.

  • Each Company Seller and the Buyer shall, prior to Closing, and as a Condition to Closing as provided in Article V, reach an agreement in writing regarding the final purchase price allocation (“Final Allocation”).

  • It shall be a Lender Parties’ Condition to Closing (defined below) that Title Company shall have agreed in writing that, simultaneously with recordation of the Deeds, it will be irrevocably committed to issue to the applicable Transferee Entities an Owner’s Policy in accordance with the Title Assurance obtained from the Title Company pursuant to Section 2, including those endorsements (to the extent available under each Owner’s Policy), as agreed upon in the Title Assurance (the "Title Policy Condition").

  • As a Condition to Closing, the Tenant shall have executed an assignment of that certain lease agreement for the Property on terms acceptable to Buyer.

  • For the avoidance of doubt, if Xxxxxxxxx decides to waive any Condition to Closing and to proceed with the transactions contemplated by this Agreement, the waiver of such Condition to Closing shall constitute a full waiver of all rights and remedies with respect to any breach of any representation or warranty, covenant or other agreement in respect of which such waiver was granted.

  • If the date for Closing (defined in Section 6) is extended, but the Condition to Closing (defined in Section 6) remains unsatisfied, then subject to the requirements of this subparagraph (f), Purchaser will have the right to either terminate this Contract by written notice to Seller delivered before the date scheduled for Closing (defined in Section 6), or to proceed to Closing (defined in Section 6) without modification of the Purchase Price.


More Definitions of Condition to Closing

Condition to Closing. Conditions precedent to each Closing Date shall include that no payment is then past due to the Lessor or any assign of the Lessor from the Lessee, that the Lessee is in compliance with the material provisions of this Commitment and the lease, that information requested by the Lessor and all documentation then required by the Lessor's counsel has been received by the Lessor including resolutions of the Board of Directors of the Lessee authorizing the transactions contemplated by this Commitment and an opinion of counsel for the Lessee satisfactory to counsel for the Lessor, that the Lessee is not in default under any material contract to which it is a party or by which it or its property is bound, and that there has not been any material adverse change or threatened material adverse change in the financial or other condition, business, operations, properties, assets or prospects of the Lessee since December 31, 1996 or from the written information that has been supplied to the Lessor prior to the date of this Commitment by the Lessee. The Lessor shall not be responsible for any failure of suppliers or manufactures of the Equipment or their distributors to perform their obligations to the Lessor or the Lessee. The Lessee shall provide quarterly financial statements and status reports during the Commitment period.
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Condition to Closing means an event that must occur (or fail to occur) in order for the buyer and seller to have an obligation to close under the asset purchase agreement. Most closing conditions in healthcare practice acquisitions run in favor of the buyer; in other words, if a closing condition is not met, the buyer does not have to buy the practice, but has the option to waive the condition and continue on with the purchase. Seller's risks include exposing confidential information to the buyer, possible instability and dissatisfaction among the seller's employees if and when news of the transaction gets out, and possibly loss of patients if an upcoming transaction is announced but does not close. In some circumstances, the seller may also be relying on the closing of the transaction to pay other obligations, such as bank loans that are coming due.
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Condition to Closing. The Company shall have entered into a definitive transaction agreement in connection with the acquisition of Choice Environmental Services Inc., such transaction to be in form and substance generally consistent with the description of such provided to the subscribers. Offering Jurisdictions: Private placement to “accredited investors” in the provinces of Canada (collectively, the “Offering Jurisdictions”), and into the United States pursuant to Regulation D under the United States Securities Act of 1933, as amended (the “US Securities Act”) or in such other manner as to not require registration under the U.S. Securities Act, and jurisdictions other than Canada and the United States, provided that the Company is not required to file a prospectus or other disclosure document or become subject to continuing reporting obligations in such other jurisdictions.
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Related to Condition to Closing

  • Closing Conditions shall include, but are not limited to, SI Securities determining in its sole discretion that at the time of a closing, the Minimum Offering has been met, the investment remains suitable for investors, investors have successfully passed ID, KYC, AML, OFAC, and suitability screening, and that Issuer has completed all actions required by it as communicated by SI Securities at the time of a closing.

  • Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.

  • Conditions Precedent shall have the meaning set forth in Clause 4.2.

  • Subsequent Closing has the meaning set forth in Section 3.2.

  • Second Closing has the meaning set forth in Section 2.2.

  • Closing Notice Has the meaning specified in the NPA. Company: Has the meaning specified in the first paragraph of this Trust Supplement.

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • First Closing has the meaning set forth in Section 2.1(a).

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

  • Put Closing shall have the meaning set forth in Section 2.3.8.

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Placement Agent, the Company and the Escrow Agent pursuant to which the Investors shall deposit their Investment Amounts with the Escrow Agent to be applied to the transactions contemplated hereunder, in the form of Exhibit B hereto.

  • Seller’s Closing Documents as defined in Section 3.2(a).

  • Additional Closing has the meaning set forth in Section 2.3.

  • Third Closing shall have the meaning ascribed to such term in Section 2.1(c).

  • Initial Closing shall have the meaning ascribed to such term in Section 2.1.

  • IPO Closing means the initial closing of the sale of the Class A Common Stock in the IPO.

  • Time of Closing means 10:00 a.m. (Vancouver time) on the Closing Date, or such other time as the parties may mutually determine;

  • Purchaser Deliverables has the meaning set forth in Section 2.2(b).

  • Condition Satisfaction Date shall have the meaning set forth in Section 7.2.

  • Final Closing means the last closing under the Private Placement;

  • Plant closing means the closing of a plant site or other corporate location that directly results in termination of the Grantee’s Service.

  • Subsequent Closing Date means, with respect to each Subsequent Closing, the date on which such Subsequent Closing is deemed to have occurred.

  • Customary Post-Closing Consents means the consents and approvals from Governmental Bodies for the assignment of the Assets to Purchaser that are customarily obtained after the assignment of properties similar to the Assets.

  • Sellers Disclosure Schedule means the disclosure schedule delivered by the Sellers to the Purchaser on the date hereof.

  • Closing Checklist means the schedule, including all appendices, exhibits or schedules thereto, listing certain documents and information to be delivered in connection with the Agreement, the other Loan Documents and the transactions contemplated thereunder, substantially in the form attached hereto as Annex D.

  • Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.