Closing conditions

58 distinct versions of this provision, from purchase and merger agreements filed with the SEC. Below are 12, each quoted exactly as drafted, each linked to the filing it came from. No two are from the same company.

1. 01

   Conditions to Obligations of Seller

   The obligation of Seller to complete the transactions contemplated by this Agreement is subject to the satisfaction or waiver by Seller at or prior to the Closing of the following additional conditions: 7.3.1 Representations and Warranties . The representations and warranties of Purchaser contained in Section 3.2 shall be true and correct in all respects at and as of the Closing Date as if made at and as of such date (except that those representations and warranties that address matters only as of a particular date need only be true and correct as of such date), except for breaches of such representations and warranties that would not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect

   Atreca, Inc. (CIK 0001532346) · filed 2024-04-22 · read the filing · this wording recurs in 4 agreements we hold

2. 02

   Conditions Precedent to the Obligations of Imara

   Representations, Warranties and Covenants . The Cardurion Fundamental Representations shall have been true and correct in all respects when made and shall be true and correct in all respects as of the Closing Date. All other representations and warranties of Cardurion contained in this Agreement shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of the Closing (other than such representations and warranties that are qualified by materiality, which shall be true and correct when made and as of the Closing), with the same force and effect as if made as of the Closing Date, other than such representations and warranties that are expressly made as of another date, and the covenants and agreements of Cardurion contained in this Agreement to be complied with by Cardurion on or before the Closing shall have been complied with, and Imara shall have received a certificate from Cardurion to such effect signed by a duly authorized officer thereof

   IMARA Inc. (ELVN) (CIK 0001672619) · filed 2022-09-23 · read the filing · this wording recurs in 3 agreements we hold

3. 03

   Conditions to Obligations of Buyer

   The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of Seller contained in Section 4.01 , Section 4.02 , Section 4.03(a)(i), (ii) and (iv) , Section 4.03(b)(i), (ii) and (iv) , Section 4.07 , Section 4.08(a) , Section 4.09 and Section 4.13 , the representations and warranties of Seller contained in this Agreement shall be true and correct in all respects (without giving effect to materiality or Material Adverse Effect, or similar phrases in the representations and warranties) on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects), except where the failure of such representations and warranties to be true and correct in all respects would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The representations and warranties of Seller contained in Section 4.07 and Section 4.09 shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Seller contained in Section 4.01 , Section 4.02 , Section 4.03(a)(i), (ii) and (iv) and Section 4.03(b)(i), (ii) and (iv) , Section 4.08(a) , and Section 4.13 shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects) […]

   Chosen, Inc. (CIK 0001733443) · filed 2024-05-13 · read the filing · this wording recurs in 2 agreements we hold

4. 04

   Conditions to Obligations of the Seller

   The obligations of the Seller to effect the Transactions are further subject to the satisfaction or waiver (by the Seller) at or prior to the Closing of the following conditions: (a) The representations and warranties of the Buyer in this Agreement that are qualified as to materiality shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects, in each case, as of the date hereof and as of the Closing as though made at the Closing, except to the extent such representations and warranties expressly relate to an earlier date (in which case, such representations and warranties that are qualified as to materiality shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects, in each case, on and as of such earlier date); (b) The Buyer shall have performed or complied with, in all material respects, all agreements or covenants required to be performed by it under this Agreement and the other Transaction Documents to which the Buyer is a party at or prior to the Closing; and (c) The deliveries required under Section 3.2(e) shall have been made. Article IX Termination Section 9.1 Termination . This Agreement may be terminated prior to the Closing: (a) by mutual written consent of the Seller and the Buyer; or (b) by either the Seller or the Buyer: (i) if the Seller Stockholder Approval shall not have been obtained by reason of the failure to obtain the required vote upon final vote taken at a duly held Seller Stockholder Meeting or any adjournment or postponement thereof; (ii) if the Closing has not yet occurred by June 30, 2024 (the “ Outside Date ”); provided , however , that the right to terminate this Agreement under this Section 9.1(b)(ii) shall not be available to any Party whose breach of any representation or warranty or failure to fulfill any covenant or agreement under this Agreement has been the principal cause of, or resulted in, the failure of the Closing to occur on or before the Outside Date; or Annex A-45 Table of Contents (iii) if there shall be adopted any Law enacted by any Governmental Entity having jurisdiction over any Party or the Parent that permanently makes the consummation of the Transactions illegal or otherwise permanently prohibited, or if any judgment, injunction, order or decree issued by any Governmental Entity hav […]

   ContextLogic Inc. (LOGC) (CIK 0001822250) · filed 2024-03-15 · read the filing · this wording recurs in 2 agreements we hold

5. 05

   Conditions to Obligations of HRZN and Merger Sub to Effect the Merger

   The obligations of HRZN and Merger Sub to effect the Merger are also subject to the satisfaction or waiver by HRZN, at or prior to the Effective Time, of the following conditions: (a) Representations and Warranties of MRCC . The representations and warranties of MRCC set forth in Section 3.2(a) shall be true and correct in all respects (other than de minimis inaccuracies) as of the date of this Agreement and as of the Closing Date as though made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date); the representations and warranties of MRCC set forth in Section 3.8(ii) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date); the representations and warranties of MRCC set forth in Sections 3.3(a) , 3.3(b)(i) , 3.7 , 3.20 and 3.21 shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date); and the representations and warranties of MRCC set forth in this Agreement (other than those set forth in the foregoing clauses (i), (ii) and (iii)) shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), without regard to any Material Adverse Effect or other materiality qualification to such representations and warranties, provided , however , that notwithstanding anything herein to the contrary, the condition set forth in this Section 8.2(a)(iv) shall be deemed to have been satisfied even if any such representations and warranties of MR […]

   Horizon Technology Finance Corp (HRZN, HTFB, HTFC) (CIK 0001487428) · filed 2025-09-08 · read the filing · this wording recurs in 2 agreements we hold

6. 06

   Conditions Precedent to Obligation of Purchaser

   The obligation of Purchaser to consummate and cause the consummation of the transactions contemplated by this Agreement shall be subject to the satisfaction (or waiver, in whole or in part, by Purchaser in its sole discretion, to the extent permitted by applicable Law), at or prior to the Closing, of each of the following conditions: (a) Accuracy of Representations and Warranties of Seller . (i) The representations and warranties of Seller contained in this Agreement (other than Seller Fundamental Representations) (disregarding any exception or qualification of such representations and warranties that that are qualified by the terms “material”, “in all material respects”, “Material Adverse Effect”, or similar words or phrases) shall be true and correct as of the date of this Agreement and as of the Closing as if made as of the Closing (except to the extent such representations and warranties by their terms speak as of an earlier date, in which case they shall be true and correct as of such date), in all material respects, and (ii) the Seller Fundamental Representations shall be true and correct as of the date of this Agreement and as of the Closing as if made as of the Closing (except to the extent such representations and warranties by their terms speak as of an earlier date, in which case they shall be true and correct as of such date), other than as would have a de minimis impact; 39 (b) Covenants of Seller . Seller shall have performed and complied in all material respects with all covenants contained in this Agreement to be performed by it at or prior to the Closing; (c) Officer’s Certificate . Purchaser shall have received a certificate signed by an authorized executive officer of Seller, dated the Closing Date, to the effect that the conditions specified in Sections 7.2(a) and ‎7.2(b) are satisfied; (d) Secretary’s Certificate . Purchaser shall have received a certificate of the secretary (or equivalent officer) of Seller certifying that attached thereto are (i) true and complete copies of all resolutions adopted by the board of directors of Seller authorizing the execution, delivery and performance of this Agreement and the consummation of Purchaser and other transactions contemplated hereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and there […]

   Datavault AI Inc. (DVLT) (CIK 0001682149) · filed 2025-04-18 · read the filing · this wording recurs in 2 agreements we hold

7. 07

   Conditions Precedent to Obligations of Seller

   The obligation of Seller to consummate the transactions contemplated by this Agreement is subject to the satisfaction (or waiver by Seller) at or prior to the Closing Date of each of the following additional conditions: (a) Accuracy of Buyer’s Representations and Warranties . The representations and warranties of Buyer contained in this Agreement (other than the Buyer Fundamental Representations), disregarding all qualifications contained herein relating to materiality or material adverse effect, shall be true and correct in each case on and as of the Closing Date with the same force and effect as though such representations and warranties had been made on the Closing Date (except, in either case, for such representations and warranties which by their express provisions are made as of an earlier date, in which case, as of such earlier date), except to the extent that the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, have a material adverse effect on the ability of Buyer to consummate the transactions contemplated herein. The Buyer Fundamental Representations shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though such representations and warranties had been made on the Closing Date (except for such representations and warranties which by their express provisions are made as of an earlier date, in which case, as of such earlier date). (b) Covenants and Agreements of Buyer . Buyer shall have performed and complied in all material respects with all of the covenants and agreements hereunder required to be performed and complied with by it prior to the Closing. (c) Certificate of Buyer . Seller shall have received a certificate signed by a duly authorized officer of Buyer confirming the matters set forth in Section 8.2(a) and Section 8.2(b) as of the Closing Date. (d) Tax Items . Seller shall have obtained the IRS Certificate and the Form 10F (and any documents described in clause ( iii ) of Section 3.4(b) to the extent such documents must be obtained from a Governmental Authority). A-49 TABLE OF CONTENTS ​ ​ ​ ​ ​ ​ ​ Section 8.3 Conditions Precedent to Obligations of Buyer . The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the satisfaction (or waiver by Buyer) at or prior to the […]

   Coherus BioSciences, Inc. (CHRS) (CIK 0001512762) · filed 2025-01-14 · read the filing · this wording recurs in 2 agreements we hold

8. 08

   Conditions to Obligation of the Seller Parties

   The obligations of the Seller Parties to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the Purchaser Fundamental Representations, the representations and warranties of the Purchaser contained in this Agreement, the Ancillary Agreements and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of each such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The Purchaser Fundamental Representations shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of each such date. (b) The Purchaser shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each Ancillary Agreement to be performed or complied with by it prior to or on the Closing Date. (c) The Purchaser shall have delivered, or caused to be delivered all of the items required by, and pursuant to, Section 2.8.2 , other than deliveries to be at the Closing. (d) The Seller Parties shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of the Purchaser, that each of the conditions set forth in the foregoing subsections (a) and (b) have been satisfied. A- 47 ARTICLE IX. SURVIVAL; INDEMNIFICATION 9.1 Survival . All of the representations and warranties of the Parties contained in this Agreement or in any certificates delivered pursuant to this Agreement or in connection herewith shall survive the Closing and terminate on the date that is twenty-four (24) months following the Closing Date; provided , however , that (a) the Seller Fundamental Representations (other than Section 3.6 (Tax Matters)) and the Purchaser Fundamental Representat […]

   American Virtual Cloud Technologies, Inc. (CIK 0001704760) · filed 2022-02-14 · read the filing · this wording recurs in 2 agreements we hold

9. 09

   Conditions to the Obligation of Seller and Equityholders to Close

   The obligations of Seller and Equityholders to consummate the transactions contemplated by this Agreement and the Related Agreements are subject to the satisfaction at or before the Closing of all of the following conditions, any one or more of which may be waived by Seller, in its sole discretion: (a) Representations and Warranties . All of the representations and warranties made by Buyer in this Agreement must be true and correct in all material respects as of the date hereof and at and as of the Closing as though made on the Closing Date (except to the extent such representations and warranties are made as of a specified date, in which case, such representations and warranties must be true and correct in all material respects as of such specified date); provided , however , that such representations and warranties that are qualified by Materiality Qualifiers (as so qualified) must be true and correct in all respects. (b) Covenants . Buyer must have performed and complied in all material respects with all of its covenants, obligations and agreements under this Agreement to be performed or complied with at or before the Closing, including, without limitation, the payment of the Purchase Price. (c) Buyer Deliveries . Buyer will have delivered to Seller each of the following at or before the Closing: (i) a certificate executed by a duly authorized officer of Buyer, dated as of the Closing Date, certifying that each of the conditions specified above in Sections 6.2(a) and 6.2(b) is satisfied in all respects; (ii) the Bill of Sale, duly executed by Buyer; (iii) the Lease Estoppel Certificate and Lease Assignment, duly executed by Buyer; and (iv) a copy of Schedule A (Effective Date of Change of Ownership) to any contingent Regulatory Approval letter received by Buyer or Seller from the MED that is fully-executed by Buyer

   Medicine Man Technologies, Inc. (SHWZ) (CIK 0001622879) · filed 2022-11-10 · read the filing · this wording recurs in 2 agreements we hold

10. 10

    Conditions to Obligations of Seller under this Agreement

    The obligation of Seller to effect the transactions contemplated by this Agreement shall be subject to the fulfilment or waiver in writing by Seller at or prior to the Closing of the following conditions: (a) Buyer shall have performed in all material respects Buyer’s covenants and agreements contained in this Agreement required to be performed on or prior to the Closing. (b) The representations and warranties of Buyer contained in this Agreement and in any document delivered in connection herewith shall be true and correct in all respects as of the Closing. (c) Buyer shall have made or caused to be made all deliveries required by Section 3.2 of this Agreement. 5 7.3 Conditions to Obligations of Buyer under this Agreement . The obligation of Buyer to effect the transactions contemplated by this Agreement shall be subject to the fulfilment or waiver in writing by Buyer at or prior to the Closing of the following conditions: (a) Seller shall have performed in all material respects its covenants and agreements contained in this Agreement required to be performed on or prior to the Closing. (b) The representations and warranties of Seller contained in this Agreement and in any document delivered in connection herewith shall be true and correct in all respects as of the Closing. (c) Seller shall have made all deliveries required by Section 3.3 of this Agreement. (d) All of Seller’s shareholders or lenders shall have released any liens they may have in the Equipment, and filed terminating UCC amendments terminating any UCC-1 financing statements filed with respect to the Equipment. ARTICLE VIII RESTRICTIVE COVENANTS 8.1 [Intentionally Deleted]. ARTICLE IX TERMINATION 9.1 Termination by Consent . This Agreement may be terminated at any time prior to the Closing by the written agreement of both Seller and Buyer

    Hempacco Co., Inc. (HPCO) (CIK 0001892480) · filed 2022-08-05 · read the filing · this wording recurs in 2 agreements we hold

11. 11

    Conditions to Obligations of Seller

    The obligation of Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction or Seller’s written waiver, at or prior to Closing, of the following conditions: (a) Representations and Warranties . Each of the representations and warranties set forth in Article VII above shall be true and correct in all material respects as of the date hereof and as of the Closing Date as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties (except to the extent any such representation or warranty speaks as of the date of this Agreement or any other specific date, in which case such representation or warranty shall have been true and correct as of such date). (b) Performance by Buyer . Buyer shall have performed and complied in all material respects with all its covenants, agreements, and obligations hereunder through the Closing. (c) Delivery of Closing Documents . Buyer shall have delivered to Seller each of the items listed in Section 3.3 at or before the Closing. ARTICLE VIII SURVIVAL AND INDEMNIFICATION 8.1 Indemnification by Seller . Seller covenants and agrees to indemnify, protect, and hold each of the Buyer Indemnified Parties harmless from, against and in respect of all Damages suffered, sustained, incurred or paid by any Buyer Indemnified Party, in each case in connection with, resulting from or arising out of: (a) the breach of any representation or warranty made by Seller set forth in this Agreement; (b) the breach of any covenant or agreement on the part of Seller set forth in this Agreement; and (c) any Excluded Asset or Excluded Liability

    Authentic Holdings, Inc. (AHRO) (CIK 0001338929) · filed 2025-05-02 · read the filing · this wording recurs in 2 agreements we hold

12. 12

    Conditions to the Seller's Obligations

    The obligations of Seller to consummate the transactions provided for in this Agreement shall be subject to the satisfaction of each of the following conditions on or before the dates specified, subject to the right of Seller to waive any one or more of such conditions: (a) Buyer shall have, on or before the date of Closing, performed all of its covenants, obligations and agreements under this Agreement, including, without limitation, execution and delivery of all closing documents required by Section 1.7 . (b) Benson Hill Fresh, LLC, a Delaware limited liability company, shall have entered into a purchase agreement pursuant to which Buyer would acquire 100% of the issued and outstanding equity securities of Seller (the “ Second Closing Purchase Agreement ”). ARTICLE V POST-CLOSING COVENANTS 5.1 Completion of Post-Closing Work . The parties acknowledge that certain items of work pertaining to the Facility and the Deceleration Lane Work listed on Exhibit G remain to be completed (the “ Seller’s Post-Closing Work ”). Seller and Guarantor shall have the right to manage and perform Seller’s Post-Closing Work. Seller and/or Guarantor shall complete Seller’s Post-Closing Work in a good and workmanlike manner, at Seller’s and/or Guarantor’s sole cost and expense, promptly following Closing and shall use reasonable efforts to cause their employees, contractors and agents not to disrupt the farming activities and operations occurring with respect to the Property in the course thereof. The parties’ respective rights and obligations under this paragraph shall survive the Closing

    Benson Hill, Inc. (BHIL, BHILW) (CIK 0001830210) · filed 2023-01-04 · read the filing · this wording recurs in 2 agreements we hold