Conditions of Closing definition

Conditions of Closing means the conditions of a Closing set out under the heading
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Conditions of Closing. Closing is subject to delivery of the following items to the Bank:
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Conditions of Closing shall have the meaning set forth in ARTICLE VII of this Agreement.
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Examples of Conditions of Closing in a sentence

  • Subject to the terms and conditions herein provided, each of the parties hereto agrees to use all reasonable efforts to take, or cause to be taken, all action, and to do, or cause to be done as promptly as practicable, all things necessary, proper and advisable under applicable laws and regulations to consummate the transactions contemplated by this Agreement including, without limitation, fulfillment of the Conditions of Closing set forth in Article VI hereof.

  • The parties hereto each shall use their -------------------------- best efforts to satisfy any Conditions of Closing set forth in ARTICLE 6 herein or in any other document executed in connection with this Agreement or the transactions contemplated herein.

  • Xxxxxxx 600 Congress Xxxxxx, Xxxxx 00000 1.3 Amendment to Article 6, Section 6.1 “Third Party Beneficiaries of Three Conditions of Closing the Exchange.”, subparagraph (a)(2).

  • The Closing shall be contingent upon the satisfaction of all of the conditions set forth in Sections 2.3, 6, and 7 below (the "Conditions of Closing").

  • Subject to the approval of this Agreement and the transactions contemplated herein by Buyer’s governing body, Buyer has the power and authority to enter into this Agreement and to agree to the terms and conditions set forth herein and the individual executing this Agreement on behalf of the Buyer is duly authorized to do so and upon his execution of this Agreement shall bind Buyer to the terms and conditions hereof subject only to the Conditions of Closing.

  • Subject to the terms and conditions herein provided, each of the parties hereto agrees to use all reasonable efforts to take, or cause to be taken, all action, and to do, or cause to be done as promptly as practicable, all things necessary, proper and advisable under applicable laws and regulations to consummate the transactions contemplated by this Agreement including, without limitation, fulfillment of the Conditions of Closing set forth in Article V hereof.

  • The Lender agrees to make a term loan ("Term Loan") to the Borrower on the Closing Date, upon the satisfaction of the conditions precedent set forth in ARTICLE X (Conditions of Closing), in an amount equal to Eighteen Million Eight Hundred Thousand Dollars ($18,800,000).

  • Subject to, and in accordance with, all of the terms and conditions of this Agreement, and subject to the satisfaction of the Conditions of Closing as provided in Section 1.3 [Conditions of Closing], the Authority agrees to sell the Property to the Developer for the Purchase Price.

  • The parties hereto each shall use their -------------------------- best efforts to satisfy any Conditions of Closing set forth in Section 4 herein or in any other document executed in connection with this Agreement or the transactions contemplated herein.

  • In the event Buyer's Conditions of Closing are not satisfied by Seller, Seller shall immediately repay to Buyer the Deposit and this Agreement shall terminate.


More Definitions of Conditions of Closing

Conditions of Closing in favour of BioChem: The obligation of BioChem to purchase the Shares and the Options as contemplated under Section 2 hereof and to perform its other obligations hereunder is subject to (i) the simultaneous completion of the Reorganization, and (ii) the fulfillment of the following conditions precedent being satisfied on or prior to the Closing Date, it being understood that the said conditions are for the exclusive benefit of BioChem and may be waived in writing, in whole or in part, by BioChem at any time prior to the Closing Date: (a) the common shares of NAVA xxxll be listed or approved for listing on AMEX; (b) the representations and warranties contained in Section 4.1 hereof shall be true, correct and complete in all material respects on and as of the date made and on the Closing Date and on the Closing Date NAVA xxxll deliver a certificate confirming the foregoing in form and substance satisfactory to BioChem; (c) the Shareholders' Agreement shall have been executed and delivered by all parties thereto; (d) except as disclosed in the Registration Statement i) no action, suit or proceeding against NAVA, Xxerican Vaccine or AMVAX shall have been instituted or threatened before or by any U.S., Canadian or other court or tribunal or governmental agency or other regulatory or administrative agency or commission or other third party, and no legislation, rule or regulation shall have been proposed, implemented or enacted which action, suit, proceeding or legislation, rule or regulation seeks to restrain or prohibit or otherwise challenge the legality or validity of the transactions contemplated hereby or of the Reorganization and ii) no material adverse change in (or any condition or event which would have a material adverse effect on) the business, assets, capitalization or financial condition of American Vaccine on a consolidated basis since June 30, 1989 shall have occurred; (e) all orders, exemptions and rulings from applicable regulatory authorities where such are required to be obtained shall have been received; (f) counsel to BioChem shall have delivered to BioChem an opinion confirming that the transactions contemplated hereby do not result in any material adverse Canadian income tax consequences for BioChem; (g) all proceedings shall have been taken by NAVA xxx American Vaccine in accordance with applicable law as are required to complete the transactions contemplated hereby including completion of the Reorganization; (h) the Board of Directors o...
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Conditions of Closing means the conditions precedent to the Close of Escrow and the conveyance of title to the Property by the Authority to Developer as set forth in Section 1.3 [Conditions of Closing] of this Agreement.
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Related to Conditions of Closing

  • Conditions of Contract means those statements contained in or delivered with your Ticket/s or Itinerary/Receipt, identified as such and which incorporate by reference, these Conditions of Carriage and notices.

  • Conditions of Sale means the Conditions of Sale set out in Part 3 of this TenderDocument;

  • General Conditions of Contract means the ‘Instructions to Tenderers’ and ‘General Conditions of Contract’ pertaining to the work for which above tenders have been called for.

  • Special Conditions of Contract means the pages completed by the Procuring Entity entitled Special Conditions of Contract which constitute Part A of the Special Conditions.

  • Conditions of Use means these terms and conditions as may be varied by us from time to time.

  • Conditions of Carriage means these conditions of carriage.

  • 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.

  • GENERAL AND SPECIAL CONDITIONS OF CONTRACT means the instructions to Tenderer and General and special conditions of contract pertaining to the work for which above tenders have been called for.

  • Conditions of Approval means condition(s) imposed by the Municipality in the approval of a land development application, including any conditions contained in the annexure(s) and/or plans and/or attachment(s) that form part of the approval and/or are referred to in the approval of the land development application;

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

  • Conditions means these terms and conditions;

  • Conditions of Service means the document developed by a distributor in accordance with subsection 2.4 of the Code that describes the operating practices and connection rules for the distributor; (DSC)

  • Closing Documents means the papers, instruments and documents required to be executed and delivered at the Closing pursuant to this Agreement;

  • Conditions of Issue means the Conditions of Issue of Octopus published by us as amended from time to time, which can be obtained from us or downloaded from our website at www.octopus.com.hk ;

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

  • Conditions of Tender means the Conditions of Tender for the said land as set out in Annexure A;

  • Seller’s Warranties means Seller’s representations and warranties set forth in Section 9.2 and the Closing Documents executed by Seller, as such representations and warranties may be deemed modified or waived by Buyer pursuant to the terms of this Agreement.

  • Purchaser’s Warranties means the warranties of the Purchaser set out in Clause 6.2 and Schedule 2;

  • Closings means the one or more closings of the purchase and sale of the Securities pursuant to Section 2.2.

  • Environmental Conditions means any conditions of the environment, including, without limitation, the work place, the ocean, natural resources (including flora or fauna), soil, surface water, ground water, any actual or potential drinking water supply sources, substrata or the ambient air, relating to or arising out of, or caused by the use, handling, storage, treatment, recycling, generation, transportation, Release or threatened Release or other management or mismanagement of Regulated Substances resulting from the use of, or operations on, the Property.

  • General Conditions means the “International Development Association General Conditions for Credits and Grants”, dated July 1, 2005 (as amended through October 15, 2006).

  • Purchase and Sale Agreement means that certain Purchase and Sale Agreement, dated as of the Closing Date, between the Transferor, as the seller, and the Borrower, as the purchaser, as amended, modified, supplemented, restated or replaced from time to time in accordance with the terms thereof.

  • Specified Merger Agreement Representations means such of the representations and warranties made with respect to the Company and its Subsidiaries by the Company in the Merger Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders.

  • Fundamental Representations and Warranties means the representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.1 and 4.

  • Special Conditions means Special Conditions of Contract, which override the General Conditions, also referred to as SCC.

  • Purchaser Warranties shall have the meaning ascribed to the term in Clause 8.1;