Conditions to Closing Contract Clauses (552)

Conditions to Closing. The willingness of Lender to enter into this Amendment shall be subject to the condition precedent that Lender shall have received all of the following, each in form and substance satisfactory to Lender: (a)This Amendment properly executed and delivered, (b) Payment by Borrower of the Amendment Fee, and (c) Payment by the Borrower of any and all outstanding reasonable out-of-pocket fees and expenses relating to the Loan Agreement and/or this Amendment incurred by the Lender, including, without l...imitation, attorney's fees and expenses. View More

Conditions to Closing. 6.1 Conditions to the Investor's Obligations. 6.2 Conditions to Obligations of the Company. 6.3 Termination of Obligations to Effect Closing; Effects.

Conditions to Closing. The obligations of the Purchaser under the Loan Documents are subject to the fulfillment on or before the Closing of each of the following conditions, which may be waived in writing by the Purchaser: 9 (a)Representations and Warranties. The representations and warranties of the Company contained in Section 3 shall be true on and as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall ...be true and correct as of such specified date). (b)Performance. The Company shall have performed and complied with all agreements, obligations, and conditions contained in the Loan Documents that are required to be performed or complied with by it on or before the Closing. (c)Qualifications. All authorizations, approvals, or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Note, the Conversion CDIs, the Warrant and the Warrant CDIs shall be duly obtained and effective as of the Closing. (d)Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the Purchaser's counsel, which shall have received all such counterpart original and certified copies of such documents as it may reasonably request. 6.2Conditions to Company's Obligations at the Closing. The obligations of the Company under the Loan Documents are subject to the fulfillment on or before the Closing of each of the following conditions, which may be waived in writing by the Company: (a)Representations and Warranties. The representations and warranties made by the Purchaser in Section 4 hereof shall be true and correct on the Closing Date. (b)Purchase Price. The Purchaser shall have delivered to the Company, in immediately available funds, the Loan Amount. View More

Conditions to Closing. This Agreement and the obligations of the Lender under this Agreement shall be subject to the prior or concurrent satisfaction of the conditions precedent set forth below: (a) the Borrower shall have duly executed and delivered to the Lender this Agreement and any other Loan Documents to which it is a party; (b) the Borrower shall have delivered UCC financing statements and any notices or other documents or instruments in form satisfactory to the Lender necessary to evidence and perfect the secu...rity interest in the Collateral granted to the Lender hereunder; 4 (c) UCC and other Lien searches showing no existing security interests in or Liens on the Collateral, together with such payoff documentation reasonably acceptable to Lender as may be necessary to release any Liens on the Collateral; (d) the Borrower shall have paid all reasonable out-of-pocket costs and expenses of the Lender that have been invoiced relating to this Agreement; (e) each representation or warranty by the Borrower contained herein or in any other Loan Document shall be true and correct on and as of the Closing Date; (f) no Default or Event of Default (i) shall have occurred and be continuing, or (ii) could reasonably be expected or anticipated to result from the Term Loan; (g) the making of the Term Loan shall not violate any requirement of applicable law in any material respect and shall not be subject to any injunction or stay; (h) upon the filing of any financing statements, the Liens in favor of the Lender shall have been duly perfected and shall constitute first priority Liens, and the Collateral shall be free and clear of all Liens other than Liens in favor of the Lender; and (i) the Borrower shall have delivered corporate resolutions, incumbency certificates, certified organizational documents, good standing certificates and similar documents, in form and substance reasonably satisfactory to the Lender. The request and acceptance by the Borrower of the proceeds of the Term Loan shall be deemed to constitute, as of the date of such request or acceptance, a representation and warranty by the Borrower that the conditions in this Section 8 have been satisfied. View More

Conditions to Closing. The parties' obligations to consummate the transactions contemplated by this Commitment Agreement in connection with the Closing, including Independent Fiduciary's obligation to direct the Plan Trustee to consummate the transactions contemplated by this Commitment Agreement, are subject to the conditions that: a.Independent Fiduciary will have confirmed that the transactions contemplated by this Commitment Agreement continue to satisfy the ERISA Requirements because an Independent Fiduciary MAC ...has not occurred or, if an Independent Fiduciary MAC has occurred, it is not continuing on the Closing Date; provided that, on the Closing Date, Independent Fiduciary will either (i) provide Insurer with written confirmation of the satisfaction of the condition set forth in this paragraph 10.a. or (ii) notify Insurer that such condition has not been satisfied; provided further that, if the Closing Date Transfers are delivered to Insurer pursuant to paragraph 3 and no such confirmation or notification is provided by Independent Fiduciary by the close of business on the Closing Date, the direction Independent Fiduciary sends to the Plan Trustee to pay the Closing Date Transfers in accordance with paragraph 3 shall be considered confirmation of the satisfaction of the condition set forth in this paragraph 10.a. b.No court or government agency has taken any action after the Commitment Agreement Date that would cause the consummation of the transactions contemplated by this Commitment Agreement to violate the law or cause the Plan to fail to remain qualified under Code § 401(a). c.Each of the representations and warranties of the other parties set forth in paragraphs 7, 8 and 9 shall be materially true and correct as of the Commitment Agreement Date and as of the Closing Date. To the extent not satisfied as of the Closing Date, all conditions set forth in this paragraph 10 shall be deemed to have been waived following the delivery of the Closing Date Transfers; provided, however, the requirements of paragraph 10.a. shall never be waived. Notwithstanding the foregoing, (1) each of the representations and warranties set forth in paragraphs 7, 8 and 9 shall survive the Closing and remain in effect until the expiration of the applicable statute of limitations and (ii) each of the covenants or other agreements in this Commitment Agreement that by their terms (x) do not contemplate performance after 15 the Closing, shall not survive the Closing (except for pre‐Closing breach thereof) and (y) contemplate performance after the Closing shall survive the Closing consistent with the terms of the relevant covenant or agreement. View More

Conditions to Closing. Conditions of the Company's Obligations at Closing. The obligations of the Company under this Agreement are subject to the fulfillment on or before the Closing of each of the following conditions. 6.1.1. Representations and Warranties. The representations and warranties of IFEB contained herein shall be true on and as of the Closing. 6.1.2. Qualifications. All authorizations, approvals, or permits, if any, of any governmental authority or regulatory body of Puerto Rico and the United States or o...f any state that are required in connection with the lawful issuance and sale of the Preferred Shares pursuant to this Agreement shall be duly obtained and effective as of the Closing. 6.1.3. Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the Company. Monaker Group, Inc. – IFEB Exchange 6.2. Conditions of IFEB's Obligations at Closing. The obligations of IFEB to the Company under this Agreement are subject to the fulfillment on or before the Closing of each of the following conditions by the Company: 6.2.1. Representations and Warranties. The representations and warranties of the Company contained herein shall be true on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the Closing. 6.2.2. Payment of Purchase Price. The Company shall issue the Common Stock to IFEB. 6.2.3. Qualifications. All authorizations, approvals, or permits, if any, of any governmental authority or regulatory body of Puerto Rico and the United States or of any state that are required in connection with the lawful issuance and sale of the Common Stock pursuant to this Agreement shall be duly obtained and effective as of the Closing. View More

Conditions to Closing. The obligation of the Purchaser to purchase and pay for the Series 2018-B Notes to be sold to the Purchaser at the Closing is subject to the fulfillment to the Purchaser's satisfaction, prior to the Closing, of the conditions set forth in Section 4 of the Master Note Facility (it being understood that all references to "Purchaser" therein shall be deemed to refer to the Purchaser hereunder, all references to "this Agreement" shall be deemed to refer to the Master Note Facility as supplemented by... this First Supplement, and all references to "Notes" therein shall be deemed to refer to the Series 2018-B Notes, and as hereafter modified), and as provided in Section 5 of this First Supplement, except as supplemented, amended or superseded by the representations and warranties set forth in Exhibit 2 hereto (which changes are subject to the approval of the Purchaser), each of the representations and warranties of the Company and the Parent Guarantor set forth in Section 5 of the Master Note Facility shall be correct as of the date of Closing and the Company and the Parent Guarantor each shall have delivered to the Purchaser an Officer's Certificate, dated the date of the Closing certifying that such condition has been fulfilled. -2- 5. Representations and Warranties of the Company and the Parent Guarantor. With respect to each of the representations and warranties contained in Section 5 of the Master Note Facility, each of the Company and the Parent Guarantor represents and warrants to the Purchaser that, as of the date hereof, such representations and warranties are true and correct (A) except that all references to "Purchaser" therein shall be deemed to refer to the Purchaser hereunder, all references to "this Agreement" shall be deemed to refer to the Master Note Facility as supplemented by this First Supplement, and all references to "Notes" therein shall be deemed to refer to the Series 2018-B Notes, and (B) except for changes to such representations and warranties or the Schedules referred to therein, which changes are set forth in the attached Exhibit 2 and which are in all respects satisfactory to the Purchaser as a condition to the Closing. View More

Conditions to Closing. Each Party's obligation to consummate the transactions set forth herein will be subject to satisfaction or waiver by the appropriate Party of the following condition on or before the Closing Date, such satisfaction or waiver being evidenced by the closing of the transactions contemplated herein: (a) The representations and warranties of each Party shall be true and correct as of the Agreement Date and as of the Closing Date as if made on the Closing Date (other than representations and warrantie...s that are made as of a specific date, which representations and warranties shall have been true and correct as of such date). -6- EXECUTION VERSION 7. RIGHT TO PURCHASE SHARES 7.1 Ominto shall have the right, but not the obligation, to purchase up to four hundred one thousand seven hundred eighty-five (401,785) of the Ominto Shares (the "Offer Shares") from Quant as set forth below in one or more transactions. 7.2 Ominto shall have the right commencing on the Closing Date and continuing for twelve (12) months thereafter to purchase the Offer Shares from Quant at a purchase price of five dollars ($5) per share. 7.3 Ominto shall notify Quant of its intent to exercise its option in writing stating the number of shares it desires to purchase and the purchase price for such shares. 7.4 The closing for each such purchase shall occur within ten (10) business days after such notice is delivered. 7.5 The purchase agreement for any such purchase shall include representations and warranties standard for a transaction of this type including, but not limited to, warranties related to authority, ownership, and the ability to convey title to the purchased shares. View More

Conditions to Closing. Subject to the satisfaction or waiver of the terms and conditions of this Agreement, on the Closing Date (as defined in Section 2), each Subscriber shall purchase, and the Company shall sell to each Subscriber, a Note in the principal amount designated on the signature page hereto. The aggregate amount of the Notes to be purchased by the Subscribers on the Closing Date shall, in the aggregate, be equal to the Purchase Price.

Conditions to Closing. 7.1 Conditions Precedent to Buyer's Obligation to Close. Buyer's obligation to close the transaction as contemplated in this Agreement is conditioned upon the occurrence or waiver by Buyer of the following: (a) The MDE Members have delivered an updated list of Assets that is accurate and complete as of not more than five (5) business days prior to the Closing. (b) All representations and warranties of the MDE Members and Seller made in this Agreement or in any exhibit or schedule hereto delivere...d by the MDE Members and Seller shall be true and correct as of the Closing Date with the same force and effect as if made on and as of that date. (c) The MDE Members and Seller shall have performed and complied with all agreements, covenants and conditions required by this Agreement to be performed or complied with by them prior to or at the Closing Date. (d) Buyer must be satisfied in its sole and absolute discretion with its due diligence of the MDE Members and Seller. (e) Buyer shall have received a report from each of the Secretaries of State for Nevada and California showing the existence or absence of liens, financing statements and other encumbrances recorded against any of the Assets, dated not more than five (5) days prior to the Closing, and such report shall be satisfactory to Buyer in its sole and absolute discretion. 7.2 Conditions Precedent to the MDE Members' and Seller's Obligation to Close. The MDE Members' and Sellers' obligation to close the transaction as contemplated in this Agreement is conditioned upon the occurrence or waiver by the MDE Members of the following: (a) All representations and warranties of Buyer made in this Agreement or in any exhibit hereto delivered by Buyer shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of that date. (b) Buyer shall have performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by Buyer prior to or at the Closing Date. (c) Buyer shall have executed and delivered an Employment Agreement to each of the MDE Members. View More