Grouped Into 1 Collection of Similar Clauses From Business Contracts
This page contains Conditions of Closing clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Conditions of Closing. The Closing of the Transaction is subject to the following conditions in addition to those otherwise described in this Agreement: (i) prior to or at the Closing, GTII will have no debts or other liabilities, except as contemplated by Paragraph 5 of this Agreement or those incurred in the ordinary course of business of GTII and reported in its financial statements; (ii) all governmental, regulatory, and third party consents and approvals necessary or desirable to facilitate consummation of the Tr...ansaction will have been obtained, (iii) GTII's satisfaction, which satisfaction GTII must confirm in writing prior to the Closing, with a full and complete due diligence investigation of all available information regarding BFE including financial, business and legal affairs; (iv) execution of consents by the holders of 100% of the outstanding shares of BFE to the Transaction; (v) transfer of ownership to GTII of 100% of the outstanding shares of BFE, free and clear of any liens, claims and encumbrances; (vi) receipt by each party to this Agreement of a written representation from the other party hereto that no material adverse change has occurred to the representing party between the date of execution of this Agreement and the Closing of the Transaction; and (vii) approval of the Transaction by the Boards of Directors of BFE and GTII, respectively. Neither GTII nor BFE is aware of any outstanding agreement by which either of them is bound which confers on any party the right to prevent the Closing of the Transaction. If the Closing of the Transaction does not occur by April 30, 2021 (subject to the right of the parties to this Agreement to extend this date by mutual written agreement), through no fault of any party to this Agreement, then any party hereto may terminate this Agreement by written notice to the other parties for any reason or no reason. A party who is at fault for delaying the Closing shall have no right to terminate the Agreement. A failure by BFE to deliver the Audited Financial Statements to GTII by April 15, 2021 shall be deemed to be the fault of BFE. 3 5. Debts of GTII. GTII represents and warrants that it will have no debts outside the ordinary course of its business at the Closing other than up to approximately $2 million (as reflected on its current financial statements) that GTII has not yet settled or converted to equity (collectively, "Unsettled Debt"). The settlement of these debts may involve a temporary extension of their maturity dates. The risk of claims for the remaining Unsettled Debt and any other liability of GTII arising prior to the Closing (collectively, "Other Pre-Closing Debt"), will be borne by GTII. GTII will negotiate settlements or otherwise effect cancellations of such debts in good faith.View More
Conditions of Closing. The Closing of the Transaction is subject to the following conditions in addition to those otherwise described in this Agreement: (i) prior to or at the Closing, GTII will have no debts or other liabilities, except as contemplated by Paragraph 5 of this Agreement or those incurred in the ordinary course of business of GTII and reported in its financial statements; (ii) all governmental, regulatory, and third party consents and approvals necessary or desirable to facilitate consummation of the Tr...ansaction will have been obtained, (iii) GTII's satisfaction, which satisfaction GTII must confirm in writing prior to the Closing, with a full and complete due diligence investigation of all available information regarding BFE My Retina including financial, business and legal affairs; (iv) execution of consents by the holders of 100% of the outstanding shares of BFE My Retina to the Transaction; (v) transfer of ownership to GTII of 100% of the outstanding shares of BFE, My Retina, free and clear of any liens, claims and encumbrances; (vi) receipt by each party to this Agreement of a written representation from the other party hereto that no material adverse change has occurred to the representing party between the date of execution of this Agreement and the Closing of the Transaction; and (vii) approval of the Transaction by the Boards of Directors of BFE My Retina and GTII, respectively. Neither GTII nor BFE My Retina is aware of any outstanding agreement by which either of them is bound which confers on any party the right to prevent the Closing of the Transaction. If the Closing of the Transaction does not occur by April June 30, 2021 (subject to the right of the parties to this Agreement to extend this date by mutual written agreement), through no fault of any party to this Agreement, then any party hereto may terminate this Agreement by written notice to the other parties for any reason or no reason. A party who is at fault for delaying the Closing shall have no right to terminate the Agreement. A failure by BFE My Retina to deliver the Audited Financial Statements to GTII by April 15, July 31, 2021 shall be deemed to be the fault of BFE. 3 5. Debts of GTII. GTII represents and warrants that it will have no debts outside the ordinary course of its business at the Closing other than up to approximately $2 million (as reflected on its current financial statements) that GTII has not yet settled or converted to equity (collectively, "Unsettled Debt"). The settlement of these debts may involve a temporary extension of their maturity dates. The risk of claims for the remaining Unsettled Debt and any other liability of GTII arising prior to the Closing (collectively, "Other Pre-Closing Debt"), will be borne by GTII. GTII will negotiate settlements or otherwise effect cancellations of such debts in good faith. My Retina. View More
