Common use of Conditions Precedent to Seller’s Obligations Clause in Contracts

Conditions Precedent to Seller’s Obligations. The obligations of Seller to effect the Closing of the transactions contemplated hereby are subject to the fulfillment, prior to or at the Closing, of each of the following conditions, any of which may be waived in writing by Seller:

Appears in 26 contracts

Samples: Asset Purchase Agreement (Lattice Semiconductor Corp), Asset Purchase Agreement (Lsi Corp), Asset Purchase Agreement (Helios & Matheson Analytics Inc.)

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Conditions Precedent to Seller’s Obligations. The obligations of Seller hereunder to effect consummate the Closing of transaction contemplated hereunder shall in all respects be conditioned upon the transactions contemplated hereby are subject to the fulfillment, prior to or at the Closing, satisfaction of each of the following conditionsconditions prior to or simultaneously with the Closing, any of which may be waived by Seller in writing its sole discretion by Sellerwritten notice to Purchaser at or prior to the Closing Date:

Appears in 16 contracts

Samples: Purchase and Sale Agreement (Cousins Properties Inc), Purchase and Sale Agreement (Kite Realty Group Trust), Purchase and Sale Agreement (Wells Real Estate Fund Vi L P)

Conditions Precedent to Seller’s Obligations. The obligations of Seller to effect the Closing of the transactions contemplated hereby are subject to the fulfillment, prior to or at the Closing, of each of the following conditions, any of which conditions may be waived by Seller in writing by Sellerits sole discretion:

Appears in 14 contracts

Samples: Purchase and Sale Agreement (Jersey Central Power & Light Co), Purchase and Sale Agreement (Jersey Central Power & Light Co), Purchase and Sale Agreement (Jersey Central Power & Light Co)

Conditions Precedent to Seller’s Obligations. The All obligations of Seller to effect at the Closing of the transactions contemplated hereby are subject to the fulfillmentto, prior to or at the ClosingSeller's option, of each of the following conditionsconditions at or prior to the Closing, any of which may and Purchaser shall use its best efforts to cause each condition to be waived in writing by Sellerfulfilled:

Appears in 11 contracts

Samples: Agreement for Purchase and Sale (Venturi Technologies Inc), Agreement for Purchase and Sale (Venturi Technologies Inc), Agreement of Purchase and Sale (Venturi Technologies Inc)

Conditions Precedent to Seller’s Obligations. The obligations obligation of the Seller to effect consummate the Closing of the transactions contemplated hereby are shall be subject to the fulfillmentsatisfaction, at or prior to or at the Closing, of each of the following conditions, any of which may be conditions (to the extent noncompliance is not waived in writing by the Seller:):

Appears in 11 contracts

Samples: Asset Purchase Agreement (Bos Better Online Solutions LTD), Asset Purchase Agreement (CSP Inc /Ma/), Asset Purchase Agreement (Gti Corp)

Conditions Precedent to Seller’s Obligations. The obligations Each and every obligation of Seller to effect be performed on the Closing of the transactions contemplated hereby are Date shall be subject to the fulfillment, satisfaction prior to or at the Closing, of each Closing of the following conditions, any of which may be waived in writing by Seller:

Appears in 10 contracts

Samples: Asset Purchase Agreement (Net Perceptions Inc), Asset Purchase Agreement (Veri-Tek International, Corp.), Share Purchase Agreement (Innovative Software Technologies Inc)

Conditions Precedent to Seller’s Obligations. The obligations of the Seller to effect the at Closing of the transactions contemplated hereby are shall be subject to the fulfillmentsatisfaction, on or prior to or at the Closing, of each of the following conditionsconditions precedent, any one or more of which may be waived in writing by the Seller:.

Appears in 8 contracts

Samples: Stock Purchase Agreement (AFH Holding & Advisory, LLC), Stock Purchase Agreement (AFH Holding & Advisory, LLC), Stock Purchase Agreement (AFH Holding & Advisory, LLC)

Conditions Precedent to Seller’s Obligations. The obligations obligation of Seller to effect the Closing of consummate the transactions contemplated hereby are on the Closing Date is subject to the fulfillmentsatisfaction (or, prior to or at the Closingif permitted, waiver by Seller in its sole discretion) of each of the following conditions, any of which may be waived in writing by Seller:

Appears in 8 contracts

Samples: Stock and Asset Purchase Agreement (Dana Corp), Equity and Asset Purchase Agreement (NewPage Holding CORP), Equity and Asset Purchase Agreement (Meadwestvaco Corp)

Conditions Precedent to Seller’s Obligations. The All obligations of Seller to effect at the Closing are subject, at the option of the transactions contemplated hereby are subject Seller, to the fulfillment, prior to or at the Closing, fulfillment of each of the following conditionsconditions at or prior to the Closing, any of which may and Purchaser shall exert its best efforts to cause each such condition to be waived in writing by Sellerso fulfilled:

Appears in 7 contracts

Samples: Asset Purchase Agreement (Flotek Industries Inc/Cn/), Asset Purchase Agreement (Flotek Industries Inc/Cn/), Agreement of Purchase and Sale (Chemi Trol Chemical Co)

Conditions Precedent to Seller’s Obligations. The obligations of Seller to effect the Closing of consummate the transactions contemplated hereby by this Agreement are subject to the fulfillment, satisfaction prior to or at the Closing, Closing of each of the following conditions, any of which may be unless specifically waived in writing by SellerSeller in advance:

Appears in 7 contracts

Samples: Stock Purchase and Sale Agreement (Commonwealth Biotechnologies Inc), Stock Purchase Agreement (Tripos Inc), Stock Purchase and Sale Agreement (Commonwealth Biotechnologies Inc)

Conditions Precedent to Seller’s Obligations. The obligations Each and every obligation of Seller to effect be performed on the Closing of the transactions contemplated hereby are Date shall be subject to the fulfillment, satisfaction prior to or at on the Closing, Closing Date of each of the following conditions, any or all of which may be waived by Seller in writing by Sellerwriting:

Appears in 5 contracts

Samples: Asset Purchase Agreement (Outback Steakhouse Inc), Asset Purchase Agreement (Outback Steakhouse Inc), Asset Purchase Agreement (Outback Steakhouse Inc)

Conditions Precedent to Seller’s Obligations. The obligations obligation of the Seller to effect consummate the Closing of the transactions contemplated hereby are is subject to the fulfillment, satisfaction at or prior to or at the Closing, Closing of each of the following conditions, any of which may be conditions (to the extent noncompliance is not waived in writing by the Seller:):

Appears in 5 contracts

Samples: Stock Purchase Agreement (Terex Corp), Asset Purchase Agreement (Spinnaker Industries Inc), Asset Purchase Agreement (Raytheon Co/)

Conditions Precedent to Seller’s Obligations. The obligations obligation of Seller to effect the Closing of consummate the transactions contemplated hereby are is subject to the fulfillmentfulfillment or waiver, at or prior to or at the Closing, of each all of the following conditions, any of which may be waived in writing by Seller:

Appears in 5 contracts

Samples: Asset Purchase Agreement (iCoreConnect Inc.), Asset Purchase Agreement (iCoreConnect Inc.), Asset Purchase Agreement (iCoreConnect Inc.)

Conditions Precedent to Seller’s Obligations. The All of the obligations of Seller to effect the Closing of the transactions contemplated hereby hereunder are subject to the fulfillment, prior to or at the Closing, of each of the following conditions, any conditions (compliance with which or the occurrence of which may be waived in writing whole or in part by Seller:Seller in writing):

Appears in 4 contracts

Samples: Asset Purchase Agreement (Datascope Corp), Asset Purchase Agreement (Symmetry Medical Inc.), Asset Purchase Agreement (Mindray Medical International LTD)

Conditions Precedent to Seller’s Obligations. The Unless waived by Seller, the obligations of Seller under this Agreement with respect to effect the Closing of the transactions contemplated hereby are subject to the fulfillment, prior to or at the Closing, fulfillment of each of the following conditions, any of which may be waived in writing by Sellerconditions precedent:

Appears in 4 contracts

Samples: Asset Purchase Agreement (Digital Angel Corp), Asset Purchase Agreement (VeriChip CORP), Shared Service Agreement (Veriteq)

Conditions Precedent to Seller’s Obligations. The obligations of Seller to effect be performed by it at the Closing of the transactions contemplated hereby are shall be subject to the fulfillmentsatisfaction, at or prior to or at the Closing, of each of the following conditions, any each of which may be waived in writing by SellerSeller except as otherwise prohibited by law:

Appears in 4 contracts

Samples: Asset Sale and Purchase Agreement (Tesoro Logistics Lp), Asset Sale and Purchase Agreement (Tesoro Logistics Lp), Asset Sale and Purchase Agreement

Conditions Precedent to Seller’s Obligations. The obligations of Seller to effect the Closing of consummate the transactions contemplated hereby hereunder and to proceed with the Closing are subject to the fulfillment, prior to or at the Closing, of each fulfillment of the following conditions, any of which may be waived in writing whole or in part by Seller:Seller in writing.

Appears in 3 contracts

Samples: Asset Purchase and Sale Agreement (Great China Mania Holdings, Inc.), Asset Purchase and Sale Agreement (Grid Petroleum Corp.), Stock Purchase Agreement (Bravatek Solutions, Inc.)

Conditions Precedent to Seller’s Obligations. The obligations Each and every obligation of Seller Sellers to effect the Closing of consummate the transactions contemplated hereby are by this Agreement is subject to the fulfillmentsatisfaction (or waiver by Sellers), prior to or at the Closing, of each of the following conditions, any of which may be waived in writing by Seller:

Appears in 3 contracts

Samples: Asset Purchase Agreement (Medical Transcription Billing, Corp), Asset Purchase Agreement (AgFeed Industries, Inc.), Asset Purchase Agreement (Medical Transcription Billing, Corp)

Conditions Precedent to Seller’s Obligations. The obligations of Seller to effect the Closing of the transactions contemplated hereby hereunder are subject to the fulfillment, satisfaction on or prior to or at the Closing, of each Closing Date of the following conditions, any conditions set forth below (compliance with which or the occurrence of which may be waived in whole or in part in a writing executed by Seller:, unless such a waiver is prohibited by law).

Appears in 3 contracts

Samples: Stock and Asset Purchase Agreement (Mississippi Chemical Corp /MS/), Asset Sale and Purchase Agreement (Farmland Industries Inc), Stock and Asset Purchase Agreement (Farmland Industries Inc)

Conditions Precedent to Seller’s Obligations. The obligations of Seller to effect at the Closing of the transactions contemplated hereby are shall be subject to the fulfillment, prior to or at the Closing, of each satisfaction of the following conditions, any conditions precedent at Closing (each of which may be waived in writing by Seller:):

Appears in 3 contracts

Samples: Securities Purchase Agreement (NaturalShrimp Inc), Patents Purchase Agreement (NaturalShrimp Inc), Asset Purchase Agreement (American Healthchoice Inc /Ny/)

Conditions Precedent to Seller’s Obligations. The obligations of Seller to effect the Closing of the transactions contemplated hereby by this Agreement are subject to the fulfillment, prior to or at the Closing, of each of the following conditions, any conditions (compliance with which or the occurrence of which may be waived in writing whole or in part by Seller:Seller in writing):

Appears in 3 contracts

Samples: Asset Purchase Agreement (Demand Media Inc.), Asset Purchase Agreement (E.W. SCRIPPS Co), Asset Purchase Agreement (Demand Media Inc.)

Conditions Precedent to Seller’s Obligations. The obligations of Seller to effect the Closing of consummate the transactions contemplated hereby hereunder and to proceed with the First Phase Closing are subject to the fulfillment, prior to or at the Closing, of each fulfillment of the following conditions, any of which may be waived in writing whole or in part by Seller:Seller in writing.

Appears in 3 contracts

Samples: Asset Purchase and Sale Agreement (Universal Fog Inc), Asset Purchase and Sale Agreement (Universal Fog Inc), Asset Purchase and Sale Agreement (Universal Fog Inc)

Conditions Precedent to Seller’s Obligations. The obligations obligation of each Seller to effect take the actions required to be taken by it at the Closing of the transactions contemplated hereby are subject to the fulfillment, prior to or at the Closing, fulfillment of each of the following conditions, any of which may be unless waived in writing by each Seller:

Appears in 3 contracts

Samples: Stock Purchase Agreement (TMM Holdings Sa De Cv), Stock Purchase Agreement (Grupo TMM Sa), Stock Purchase Agreement (Grupo TMM Sa)

Conditions Precedent to Seller’s Obligations. The obligations of Seller to effect at the Closing of the transactions contemplated hereby hereunder are subject to the fulfillmentsatisfaction or, to the extent permitted by Applicable Law, waiver, on or prior to or at the Closing, of each Closing Date of the following conditions, any of which may be waived in writing by Seller:conditions set forth below.

Appears in 3 contracts

Samples: Asset Sale and Purchase Agreement (Daisytek International Corporation /De/), Stock Purchase Agreement (Daisytek International Corporation /De/), Asset Sale and Purchase Agreement (Daisytek International Corporation /De/)

Conditions Precedent to Seller’s Obligations. The obligations of Seller Unless waived by Sellers in writing on or prior to effect the Closing Date, the obligation of Sellers to consummate the transactions contemplated hereby are hereunder is subject to the fulfillment, prior to or at the Closing, of each of the following conditions, any of which may be waived in writing by Seller:

Appears in 3 contracts

Samples: Casablanca Option Agreement (Capitalsource Inc), Casablanca Option Agreement (Omega Healthcare Investors Inc), Casablanca Option Agreement (Omega Healthcare Investors Inc)

Conditions Precedent to Seller’s Obligations. The obligations of Seller Sellers to effect the Closing of consummate the transactions contemplated hereby hereunder and to proceed with the Closing are subject to the fulfillment, prior to or at the Closing, of each fulfillment of the following conditions, any of which may be waived in writing whole or in part by Seller:Sellers in writing.

Appears in 3 contracts

Samples: Membership Interest Purchase Agreement (Good Hemp, Inc.), Securities Purchase Agreement (Freedom Leaf Inc.), Amended and Restated Stock Purchase Agreement (Bravatek Solutions, Inc.)

Conditions Precedent to Seller’s Obligations. The obligations obligation of Seller to effect the Closing of consummate the transactions contemplated hereby are by this Agreement is subject to the fulfillment, prior to or at the Closing, satisfaction of each of the following conditionsconditions on or before the Closing Date, any of which may be unless specifically waived in writing by Seller prior to the Closing (such waiver shall not constitute a waiver of Seller:'s rights pursuant to Section 12.2 hereof):

Appears in 2 contracts

Samples: Powder Metal Stock Purchase Agreement (Sinter Metals Inc), Powder Metal Stock Purchase Agreement (Sinter Metals Inc)

Conditions Precedent to Seller’s Obligations. The obligations obligation of Seller to effect the Closing of consummate the transactions contemplated hereby are is subject to the fulfillment, fulfillment prior to or at and on the Closing, Closing Date of each of the following conditions, any of which may be waived in writing by Seller:: (a)

Appears in 2 contracts

Samples: Asset Purchase Agreement (Gateway Distributors LTD), Asset Purchase Agreement (Gateway Distributors LTD)

Conditions Precedent to Seller’s Obligations. The obligations of Seller to effect the Closing of the transactions contemplated hereby are hereunder shall be subject to the fulfillmentfulfillment or written waiver by Seller, at or prior to or at the Closing, of each of the following conditions, any of which may be waived in writing by Seller:

Appears in 2 contracts

Samples: Stock Purchase and Sale Agreement (CVR Energy Inc), Purchase and Sale Agreement (American Midstream Partners, LP)

Conditions Precedent to Seller’s Obligations. The obligations of Seller to effect consummate or cause the Closing consummation of the transactions contemplated hereby by this Agreement are subject to the fulfillment, prior to or at the Closing, satisfaction of each of the following conditionsconditions on or before the Closing Date, any of which may be unless specifically waived in writing by SellerSeller prior to the Closing:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Century Aluminum Co), Asset Purchase Agreement (Century Aluminum Co)

Conditions Precedent to Seller’s Obligations. The obligations obligation of Seller to effect the Closing of consummate the transactions contemplated hereby are is subject to the fulfillment, fulfillment prior to or at on the Closing, Closing Date of each of the following conditions, any one or more of which may be waived in writing by Seller:

Appears in 2 contracts

Samples: Securities Purchase Agreement (Cemtrex Inc), Securities Purchase Agreement (Cemtrex Inc)

Conditions Precedent to Seller’s Obligations. The obligations of Seller to effect the at Closing of the transactions contemplated hereby are shall be subject to the fulfillmentsatisfaction, on or prior to or at the Closing, of each of the following conditionsconditions precedent, any one or more of which may be waived in writing by the Seller:.

Appears in 2 contracts

Samples: Stock Purchase Agreement (AFH Holding & Advisory, LLC), Stock Purchase Agreement (AFH Holding & Advisory, LLC)

Conditions Precedent to Seller’s Obligations. The obligations of Seller to effect the Closing of the transactions contemplated hereby are subject to the fulfillmentsatisfaction in full, prior to or at the Closing, of each of the following conditions, any of which may (to the extent of applicable Law) be waived in writing by SellerSeller in its sole discretion:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Fti Consulting Inc), Asset Purchase Agreement (Fti Consulting Inc)

Conditions Precedent to Seller’s Obligations. The obligations obligation of Seller to effect complete the Closing sale of the transactions contemplated hereby are Receivables pursuant to this Agreement is subject to the fulfillment, fulfillment prior to or at on the Closing, Closing Date of each of the following conditions, any of which conditions except as may be specifically waived in writing by Seller:

Appears in 2 contracts

Samples: Execution (Autobond Acceptance Corp), Automobile Loan Sale Agreement (Autobond Acceptance Corp)

Conditions Precedent to Seller’s Obligations. The obligations of Seller will not be obligated to effect the Closing of consummate the transactions contemplated hereby are subject to unless each of the fulfillment, following conditions is fulfilled or performed (unless expressly waived in writing by Seller) prior to or at the Closing, of each of the following conditions, any of which may be waived in writing by Seller:

Appears in 2 contracts

Samples: Asset Conveyance Agreement (Fintech Scion LTD), Asset Conveyance Agreement (Sidus Space Inc.)

Conditions Precedent to Seller’s Obligations. The Seller's obligations of Seller to effect the Closing of the transactions contemplated hereby hereunder are subject to the fulfillment, fulfillment prior to or at the Closing, Closing of each of the following conditions, conditions and Seller shall have no obligation to consummate the transactions contemplated hereunder unless all of the following conditions are satisfied (provided that any of which the same (except the Gaming Laws, as defined below) may be waived in writing by Seller:):

Appears in 2 contracts

Samples: Gaming Equipment Sale Agreement (Viva Gaming & Resorts Inc), Revised And (Viva Gaming & Resorts Inc)

Conditions Precedent to Seller’s Obligations. The All obligations of Seller to effect Sellers at the Closing of the transactions contemplated hereby are subject to the fulfillmentto, prior to or at the ClosingSellers' option, of each of the following conditionsconditions at or prior to the Closing, any of which may and Purchaser shall use their best efforts to cause each condition to be waived in writing by Sellerfulfilled:

Appears in 2 contracts

Samples: Agreement of Purchase and Sale of Assets (Venturi Technologies Inc), Agreement of Purchase and Sale of Assets (Venturi Technologies Inc)

Conditions Precedent to Seller’s Obligations. The obligations of the Seller to effect the Closing of the transactions contemplated hereby hereunder are subject to the fulfillmentsatisfaction, at or prior to or at the Closing, of each of the following conditionsconditions set forth below, any of which may be waived in writing whole or in part by the Seller:.

Appears in 2 contracts

Samples: Share Purchase Agreement (HIVE Blockchain Technologies Ltd.), Share Purchase Agreement (HIVE Blockchain Technologies Ltd.)

Conditions Precedent to Seller’s Obligations. The obligations obligation of Seller to effect the Closing of consummate the transactions contemplated hereby are shall be subject to the fulfillmentfulfillment to the satisfaction of, prior to or at the Closingwaiver by, Seller, in its sole discretion, of each of the following conditions, any of which may be waived in writing by Sellerconditions on or prior to the Closing:

Appears in 2 contracts

Samples: Acquisition Agreement (Ridgewood Electric Power Trust Ii), Agreement (Ridgewood Electric Power Trust Iv)

Conditions Precedent to Seller’s Obligations. The obligations obligation of Seller to effect the Closing of consummate the transactions contemplated hereby are is subject to the fulfillment, fulfillment prior to or and at the Closing, Date of Closing of each of the following conditions, any of which may be waived in writing by Seller:

Appears in 2 contracts

Samples: Property Purchase and Sale Agreement, Purchase and Sale Agreement

Conditions Precedent to Seller’s Obligations. The All obligations of Seller to effect at the Closing of the transactions contemplated hereby hereunder are subject to the fulfillment, prior to or at the Closing, fulfillment of each of the following conditionsconditions at or prior to the Closing, any one or more of which may be waived in writing in whole or in part by Seller:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Jones Cable Income Fund 1-C LTD), Asset Purchase Agreement (Jones Cable Income Fund 1-B LTD)

Conditions Precedent to Seller’s Obligations. The All obligations of -------------------------------------------- Seller to effect at the Closing are subject, at the option of the transactions contemplated hereby are subject Seller, to the fulfillment, prior to or at the Closing, fulfillment of each of the following conditionsconditions at or prior to the Closing, any of which may and Purchaser shall exert its best efforts to cause each such condition to be waived in writing by Sellerso fulfilled:

Appears in 2 contracts

Samples: Agreement of Purchase and Sale (United Park City Mines Co), Agreement of Purchase and Sale (United Park City Mines Co)

Conditions Precedent to Seller’s Obligations. The obligations obligation of Seller to effect the Closing of consummate the transactions contemplated hereby are herein is subject to the fulfillmentsatisfaction (or, prior to or at the Closingin Seller’s sole discretion, of each written waiver thereof) of the following conditions, any conditions as of which may be waived in writing by Sellerthe Closing:

Appears in 2 contracts

Samples: Asset Purchase Agreement (ERF Wireless, Inc.), Asset Purchase Agreement (ERF Wireless, Inc.)

Conditions Precedent to Seller’s Obligations. The obligations of Seller to effect Sellers at the Closing of the transactions contemplated hereby are shall be subject to the fulfillment, prior to or at the Closing, of each satisfaction of the following conditions, any conditions precedent at Closing (each of which may be waived in writing by Seller:Sellers):

Appears in 2 contracts

Samples: Asset Purchase Agreement (NaturalShrimp Inc), Asset Sale and Purchase Agreement (American Healthchoice Inc /Ny/)

Conditions Precedent to Seller’s Obligations. The obligations of Seller to effect consummate the Closing of the transactions transaction contemplated hereby by this Agreement are subject to the fulfillment, prior to or at the Closing, satisfaction of each of the following conditionsconditions on or before the Closing Date, any of which may be unless specifically waived in writing by SellerSeller prior to the Closing:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Pluma Inc), Asset Purchase Agreement (Century Aluminum Co)

Conditions Precedent to Seller’s Obligations. The obligations of Seller Sellers' obligation to effect consummate the Closing sale of the transactions contemplated hereby are Company Securities is subject to the fulfillment, prior to or at the Closing, of each of the following conditions, any of which may be waived in writing by Seller:

Appears in 2 contracts

Samples: Stock Purchase Agreement (Integrated Health Services Inc), Stock Purchase Agreement (Integrated Health Services Inc)

Conditions Precedent to Seller’s Obligations. The obligations of Seller to effect be performed under this Agreement on or before the Closing of the transactions contemplated hereby are subject to the fulfillment, prior to or at the Closing, of each of the following conditionsconditions precedent, any each of which may be waived in writing by in the sole discretion of Seller:

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Focus Enhancements Inc), Purchase and Sale Agreement (Focus Enhancements Inc)

Conditions Precedent to Seller’s Obligations. The obligations obligation of Seller to effect consummate the Closing of the transactions contemplated hereby are transaction hereunder shall be subject to the fulfillment, prior to fulfillment on or at before the Closing, Closing Date of each all of the following conditions, any or all of which may be waived by Seller in writing by Sellerits sole discretion:

Appears in 1 contract

Samples: Purchase and Sale Agreement (First Capital Institutional Real Estate LTD 3)

Conditions Precedent to Seller’s Obligations. The obligations of Seller to effect the Closing of the transactions contemplated hereby hereunder are subject to satisfaction on or before the fulfillment, prior to or at the ClosingClosing Date, of each all of the following conditionsconditions precedent set forth in this Article IX, any of which may be waived in writing by Seller:Seller:‌‌‌

Appears in 1 contract

Samples: Asset Purchase Agreement

Conditions Precedent to Seller’s Obligations. The obligations obligation of Seller to effect the Closing of consummate the transactions contemplated hereby are shall be subject to the fulfillment, on or prior to or at the ClosingClosing Date, of each of the following conditions, any of which may be waived in writing by Seller:

Appears in 1 contract

Samples: Stock Purchase Agreement (Iceweb Inc)

Conditions Precedent to Seller’s Obligations. The obligations obligation of Seller to effect the Closing of consummate the transactions contemplated hereby are is subject to the fulfillment, prior to fulfillment by Purchaser or at the Closingwritten waiver by Seller, of each of the following conditions, any of which may be waived in writing by Seller:conditions precedent on or prior to the Closing Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Styling Technology Corp)

Conditions Precedent to Seller’s Obligations. The obligations of Seller to effect the at Closing of the transactions contemplated hereby are shall be subject to the fulfillmentsatisfaction, on or prior to or at the Closing, of each of the following conditionsconditions precedent, any one or more of which may be waived in writing by Seller:.

Appears in 1 contract

Samples: Stock Purchase Agreement (LiquidValue Development Inc.)

Conditions Precedent to Seller’s Obligations. The TO CLOSE All obligations of Seller under this Agreement to effect consummate the Closing of the transactions contemplated hereby are subject to the fulfillment, prior to or at the Closing, fulfillment of each of the following conditions, any or all of which may be waived waived, to the extent legally permissible, in writing whole or in part by Seller, in its sole discretion:

Appears in 1 contract

Samples: Equity Purchase Agreement (MGM Resorts International)

Conditions Precedent to Seller’s Obligations. The obligations obligation of Seller to effect consummate the Closing of and otherwise cause the transactions contemplated hereby by this Agreement to be consummated are subject to the fulfillmentsatisfaction, at or prior to or at the Closing, of each of the following conditions, any of which may be conditions (to the extent noncompliance is not waived in writing by Seller:):

Appears in 1 contract

Samples: Asset Purchase Agreement (NTN Buzztime Inc)

Conditions Precedent to Seller’s Obligations. The obligations of Seller Sellers' obligation to effect consummate the Closing sale of the transactions contemplated hereby are Company Stock is subject to the fulfillment, prior to or at the Closing, of each of the following conditions, any one or more of which may be waived by Sellers in writing by Sellerwriting. Upon failure of any of the following conditions, Sellers may terminate this Agreement pursuant to and in accordance with Article XIII herein:

Appears in 1 contract

Samples: Stock Purchase Agreement (Integrated Health Services Inc)

Conditions Precedent to Seller’s Obligations. The obligations obligation of Seller to effect consummate transactions to be entered into at the Closing of the transactions contemplated hereby are is subject only to the fulfillment, prior to or at the Closing, of each of the following conditions, any of which may be waived in writing by Sellerfollowing:

Appears in 1 contract

Samples: Agreement of Sale (Alpharma Inc)

Conditions Precedent to Seller’s Obligations. The obligations obligation of Seller Sellers to effect the Closing of consummate the transactions contemplated hereby are by this Agreement is subject to the fulfillment, prior fulfillment to or at the Closing, of each its satisfaction of the following conditions, any of which may be conditions prior to at the Closing (unless expressly waived in writing by Seller:Sellers):

Appears in 1 contract

Samples: Agreement for Purchase and Sale of Assets (Rentech Inc /Co/)

Conditions Precedent to Seller’s Obligations. The Seller's obligations of Seller to effect the Closing of the transactions contemplated hereby hereunder are subject to the fulfillment, fulfillment prior to or at the Closing, Closing Date of each of the following conditions, any of which may be waived in writing by Seller:

Appears in 1 contract

Samples: Asset Purchase Agreement (James Cable Finance Corp)

Conditions Precedent to Seller’s Obligations. The Except as may be waived in writing by Sellers, the obligations of Seller to effect the Closing of the transactions contemplated hereby Sellers hereunder are subject to the fulfillment, fulfillment at or prior to or at the Closing, Closing Date of each of the following conditions, any of which may be waived in writing by Seller:

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Huffy Corp)

Conditions Precedent to Seller’s Obligations. The obligations of Seller and the Stockholders to effect the perform this Agreement at Closing of the transactions contemplated hereby are subject to the fulfillment, prior to following conditions precedent which shall be fully satisfied on or at before the Closing, of each of the following conditions, any of which may be unless waived in writing by Seller:

Appears in 1 contract

Samples: Asset Purchase Agreement (Sonic Automotive Inc)

Conditions Precedent to Seller’s Obligations. The obligations of Seller Sellers to effect the Closing of the transactions contemplated hereby are subject to the fulfillment, prior to or at the Closing, of each of the following conditions, any of which may be waived in writing by SellerSellers:

Appears in 1 contract

Samples: Agreement for the Purchase (Bel Fuse Inc /Nj)

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Conditions Precedent to Seller’s Obligations. The obligations obligation of Seller SELLER to effect the Closing of consummate the transactions contemplated hereby are shall be subject to the fulfillment, on or prior to or at the ClosingClosing Date, of each of the following conditions, any of which may be waived in writing by Seller:

Appears in 1 contract

Samples: Asset Purchase Agreement (Xenacare Holdings, Inc.)

Conditions Precedent to Seller’s Obligations. The obligations Unless waived by Sellers in writing, each and every obligation of Seller the Sellers to effect be performed at the Closing of the transactions contemplated hereby are shall be subject to the fulfillment, satisfaction at or prior to or at the Closing, thereto of each and all of the following conditions, any of which may be waived in writing by Sellerconditions precedent:

Appears in 1 contract

Samples: Stock Exchange Agreement (Cyberstar Computer Corp)

Conditions Precedent to Seller’s Obligations. The Unless waived in writing by the Seller, in its sole discretion, the obligations of the Seller to effect the Closing of the transactions contemplated hereby are hereunder shall be subject to the fulfillment, prior to or at the Closing, of each of the following conditions, any of which may be waived in writing by Sellerconditions precedent:

Appears in 1 contract

Samples: Agreement (Physician Healthcare Plan of New Jersey Inc)

Conditions Precedent to Seller’s Obligations. The obligations obligation of the Seller to effect the Closing of consummate the transactions contemplated hereby are shall be subject to the fulfillment, on or prior to or at the ClosingClosing Date unless specified otherwise, of each of the following conditions, any of which may be waived in writing by Seller:

Appears in 1 contract

Samples: Stock Purchase Agreement (Experience Art & Design, Inc.)

Conditions Precedent to Seller’s Obligations. The obligations obligation of Seller to effect consummate the Closing of the transactions contemplated hereby are Transactions hereunder is subject to the fulfillment, prior to or at the Closing, of each of the following conditions, any conditions (compliance with which or the occurrence of which may be waived in whole or in part by Seller in writing to the extent permitted by Seller:Law):

Appears in 1 contract

Samples: Purchase and Sale Agreement (Kbr, Inc.)

Conditions Precedent to Seller’s Obligations. The obligations obligation of Seller Sellers to effect the Closing of consummate the transactions contemplated hereby are is subject to the fulfillmentsatisfaction (or waiver by Sellers, prior to the extent permissible under applicable Law) on or at before the Closing, of each Closing Date of the following conditions, any of which may be waived in writing by Seller:

Appears in 1 contract

Samples: Stock Purchase Agreement (Heico Corp)

Conditions Precedent to Seller’s Obligations. The obligations of Seller to effect the Closing of consummate the transactions contemplated hereby are subject to and conditioned upon the fulfillment, performance prior to or at on the Closing, Closing Date of each of the following conditions, any of which may be (unless waived in writing by Seller:):

Appears in 1 contract

Samples: Agreement (Hydromer Inc)

Conditions Precedent to Seller’s Obligations. The obligations obligation of the Seller to effect the Closing of consummate the transactions contemplated hereby are shall be subject to the fulfillment, on or prior to or at the ClosingClosing Date, of each of the following conditions, any of which may be waived in writing by Seller:

Appears in 1 contract

Samples: Stock Purchase Agreement (China Agritech Inc)

Conditions Precedent to Seller’s Obligations. The Except as may be waived in writing by each Seller, the obligations of Seller to effect the Closing of the transactions contemplated hereby Sellers, hereunder are subject to the fulfillment, fulfillment at or prior to or at the Closing, Closing of each of the following conditions, any of which may be waived in writing by Seller:

Appears in 1 contract

Samples: Stock Purchase Agreement (Mattel Inc /De/)

Conditions Precedent to Seller’s Obligations. The obligations obligation of Seller Sellers to effect the Closing of the transactions contemplated hereby are subject to the fulfillment, prior to or at the Closing, of each of the following conditions, any of which may be waived in writing by SellerSellers:

Appears in 1 contract

Samples: Stock Purchase Agreement (RCG Companies Inc)

Conditions Precedent to Seller’s Obligations. The Unless waived in writing by Seller, the obligations of Seller to effect the Closing of the transactions contemplated hereby are hereunder shall all be subject to the fulfillment, prior to or at the Closing, of each of the following conditions, any of which may be waived in writing by Sellerconditions precedent:

Appears in 1 contract

Samples: Asset Purchase Agreement (Sunsource Inc)

Conditions Precedent to Seller’s Obligations. The All obligations of the Seller under this Agreement to effect consummate the Closing purchase and sale of the Shares and the other transactions contemplated hereby are subject to the fulfillment, fulfillment prior to or at the Closing, of each Closing of the following conditions, any of which may be waived in writing by Seller:

Appears in 1 contract

Samples: Stock Purchase Agreement (Clark/Bardes Holdings Inc)

Conditions Precedent to Seller’s Obligations. The Subject to Section 8.3, the obligations of Seller to effect the Closing of consummate the transactions contemplated hereby are by this Agreement shall be subject to the fulfillmentsatisfaction (or waiver by Seller), prior to at or at before the Closing, of each of the following conditions, any of which may be waived in writing by Seller:

Appears in 1 contract

Samples: Stock Purchase Agreement (Integrys Energy Group, Inc.)

Conditions Precedent to Seller’s Obligations. The obligations obligation of the Seller to effect consummate the Closing of the transactions contemplated hereby are shall be subject to the fulfillmentsatisfaction, at or prior to or at the Closing, of each of the following conditionsconditions (or, any of which may be waived in writing to the extent permitted by applicable Law, waiver by the Seller:):

Appears in 1 contract

Samples: Membership Interests Purchase Agreement (Uniti Group Inc.)

Conditions Precedent to Seller’s Obligations. The obligations of Seller to effect the Closing of the transactions contemplated hereby are subject to the fulfillment, prior to fulfillment or at waiver on or before the Closing, of each Closing Date of the following conditions, any of which may be waived in writing by Seller:

Appears in 1 contract

Samples: Asset Purchase Agreement (Morton Industrial Group Inc)

Conditions Precedent to Seller’s Obligations. The obligations of Seller to effect the Closing of the transactions contemplated hereby hereunder are subject to the fulfillment, prior to satisfaction of the following conditions on or at before the date of the Closing, of each of the following conditions, any compliance with or occurrence of which may be waived waived, but only in writing writing, by Seller:

Appears in 1 contract

Samples: Asset Purchase Agreement (Terabeam, Inc.)

Conditions Precedent to Seller’s Obligations. The obligations of Seller Sellers to effect convey the Closing of the transactions contemplated hereby Assets to Buyer hereunder are subject to the fulfillment, satisfaction or waiver at or prior to or at the Closing, of each Closing Date (as provided herein) of the following conditions, any of which may be waived in writing by Seller:

Appears in 1 contract

Samples: Asset Purchase Agreement (Communication Intelligence Corp)

Conditions Precedent to Seller’s Obligations. The obligations of Seller to effect be performed at the Closing of the transactions contemplated hereby are shall be subject to the fulfillment, satisfaction or waiver prior to or at the Closing, Closing of each of the following conditions, any of which may be waived in writing by Seller:

Appears in 1 contract

Samples: Share Transfer and Sale Agreement (E-House (China) Holdings LTD)

Conditions Precedent to Seller’s Obligations. The Seller's obligations of Seller to effect the Closing of consummate the transactions contemplated hereby are by this Agreement shall be subject to the fulfillmentsatisfaction, prior to on or at before the ClosingClosing Date, of each of the following conditionsconditions precedent, any one or more of which may be waived in writing by Seller:

Appears in 1 contract

Samples: Purchase and Sale Agreement (Microchip Technology Inc)

Conditions Precedent to Seller’s Obligations. The All obligations of Seller to effect Sellers at the Closing of the transactions contemplated hereby are subject to the fulfillmentto, prior to or at the ClosingSellers option, of each of the following conditionsconditions at or prior to the Closing, any of which may and Purchaser shall use its best efforts to cause each condition to be waived in writing by Sellerfulfilled:

Appears in 1 contract

Samples: Agreement for Purchase and Sale (Patient Portal Technologies, Inc.)

Conditions Precedent to Seller’s Obligations. The All obligations of the Seller to effect at the Closing are subject, at the option of the transactions contemplated hereby are subject Seller, to the fulfillment, prior to or at the Closing, fulfillment of each of the following conditionsconditions at or prior to the Closing, any of which may and Purchaser shall exert its best efforts to cause each such condition to be waived in writing by Sellerso fulfilled:

Appears in 1 contract

Samples: Agreement of Purchase and Sale of Social Quotas (York Research Corp)

Conditions Precedent to Seller’s Obligations. The obligations of each Seller to effect consummate the Closing of the transactions transaction contemplated hereby by this Agreement are subject to the fulfillment, prior to or at the Closing, satisfaction of each of the following conditionsconditions on or before the Closing Date, any of which may be unless specifically waived in writing by Sellersuch Seller prior to the Closing:

Appears in 1 contract

Samples: Asset Purchase Agreement (Red Hat Inc)

Conditions Precedent to Seller’s Obligations. The obligations obligation of Seller to effect the Closing of consummate the transactions contemplated hereby are on the Closing Date is subject to the fulfillmentsatisfaction (or, prior to or at the Closingif permitted by applicable Law, waiver by Seller in its sole discretion) of each of the following conditions, any of which may be waived in writing by Seller:

Appears in 1 contract

Samples: Acquisition Agreement (FutureFuel Corp.)

Conditions Precedent to Seller’s Obligations. The obligations of Seller to effect the Closing of consummate the transactions contemplated hereby by this Agreement are further subject to the fulfillmentsatisfaction, prior to at or at before the ClosingClosing Date, of each all of the following conditions, any one or more of which may be waived in writing by the Seller:

Appears in 1 contract

Samples: Asset Purchase Agreement (Greenman Technologies Inc)

Conditions Precedent to Seller’s Obligations. The obligations of Seller to effect the Closing of the transactions contemplated hereby consummate this transaction are subject to the fulfillment, prior to or at the Closing, of each of the following conditions, any and all of which may be waived in writing whole or in part by Seller:

Appears in 1 contract

Samples: Purchase Agreement (Outback Steakhouse Inc)

Conditions Precedent to Seller’s Obligations. The obligations of Seller to effect the Closing of consummate the transactions contemplated hereby are subject to the fulfillment, prior to or at the Closing, of each fulfillment of the following conditions, any of which may be conditions on or prior to the Closing Date (unless waived in writing by in the sole discretion of Seller:):

Appears in 1 contract

Samples: Stock Purchase Option Agreement (Leadville Mining & Milling Corp)

Conditions Precedent to Seller’s Obligations. 7. Conditions Precedent to Seller's Obligations. The obligations of Seller to effect the Closing of the transactions contemplated hereby and Shareholder hereunder are subject to the fulfillment, prior to or at the ClosingClosing Date, of each of the following conditions, any of which may be waived in writing by Seller:

Appears in 1 contract

Samples: Assets Purchase and Sale Agreement (Amcon Distributing Co)

Conditions Precedent to Seller’s Obligations. The obligations of Seller to effect the Closing of consummate the transactions contemplated hereby herein are subject to the fulfillment, fulfillment at or prior to or at the Closing, Closing of each of the following conditions, conditions (any or all of which may be waived in writing whole or in part by the Seller:):

Appears in 1 contract

Samples: Stock Repurchase Agreement (Lincoln Educational Services Corp)

Conditions Precedent to Seller’s Obligations. The Seller's obligations of Seller to effect the Closing of consummate the transactions contemplated hereby are by this Agreement shall be subject to the fulfillmentsatisfaction, prior to on or at before the ClosingClosing Date, of each of the following conditionsconditions precedent, any one or more of which may be waived in writing by Seller:

Appears in 1 contract

Samples: Purchase and Sale Agreement (Microchip Technology Inc)

Conditions Precedent to Seller’s Obligations. The obligations obligation of Seller to effect the Closing of consummate the transactions contemplated hereby are by this Agreement is subject to the fulfillment, prior fulfillment to or at the Closing, of each its satisfaction of the following conditions, any of which may be conditions prior to at the Closing (unless expressly waived in writing by Seller:): 8.1

Appears in 1 contract

Samples: Agreement for Sale and Purchase (Rentech Inc /Co/)

Conditions Precedent to Seller’s Obligations. The Seller's obligations of to consummate the Contemplated Transactions and to take the other actions required to be taken by Seller to effect under this Agreement at the Closing of the transactions contemplated hereby are is subject to the fulfillmentsatisfaction, at or prior to or at the Closing, of each of the following conditions, conditions (any of which may be waived by Seller in writing by Seller:writing, in whole or in part):

Appears in 1 contract

Samples: Stock Purchase Agreement (Grant Prideco Inc)

Conditions Precedent to Seller’s Obligations. The Seller's obligations of Seller to effect the Closing of consummate the transactions contemplated hereby are shall be subject to the fulfillment, satisfaction at or prior to or at the Closing, Closing of each all of the following conditions, any each of which is for the sole benefit of Seller and may be waived only in writing by Seller:

Appears in 1 contract

Samples: Asset Purchase Agreement (Nastech Pharmaceutical Co Inc)

Conditions Precedent to Seller’s Obligations. The obligations Unless waived by Seller in writing, the obligation of Seller to effect complete the Closing of the transactions contemplated hereby are by this Agreement is subject to the fulfillment, prior to or at the Closing, of each of the following conditions, any of which may be waived in writing by Seller:

Appears in 1 contract

Samples: Real Estate Purchase

Conditions Precedent to Seller’s Obligations. The obligations of Seller to effect the any Delayed Closing of the transactions contemplated hereby are subject to the fulfillment, prior to or at the Closingapplicable Delayed Closing Date, of each of the following conditions, any of which may be waived in writing by Seller:

Appears in 1 contract

Samples: Asset Purchase Agreement (Celestica Inc)

Conditions Precedent to Seller’s Obligations. The All obligations of the Seller to effect the Closing of the transactions contemplated hereby under this Agreement are subject to the fulfillment, prior to or at the Closing, of each of the following conditions, any or all of which may be waived in writing whole or in part by the Seller:

Appears in 1 contract

Samples: Stock Purchase Agreement (Farmer Brothers Co)

Conditions Precedent to Seller’s Obligations. The All obligations of Seller to effect consummate the Closing of the transactions contemplated hereby are subject to the fulfillmentshall be subject, prior to or at the Closingoption of Seller, to fulfillment of each of the following conditions, any of which may be waived in writing by Sellerconditions at or prior to the Closing:

Appears in 1 contract

Samples: Agreement (Swank Inc)

Conditions Precedent to Seller’s Obligations. The obligations of Seller Sellers to effect sell and deliver the Assets to Purchaser and to perform their other obligations contemplated hereby to be taken at or prior to the Closing of the transactions contemplated hereby are subject to the fulfillmentsatisfaction (unless waived in writing by Sellers), at or prior to or at the Closing, of each of the following conditions, any of which may be waived in writing by Seller:

Appears in 1 contract

Samples: Asset Purchase Agreement (Metretek Technologies Inc)

Conditions Precedent to Seller’s Obligations. The obligations of Seller to effect the Closing of consummate the transactions contemplated hereby are by this Agreement shall be subject to the fulfillmentfulfillment or waiver, at or prior to or at the Closing, of each of the following conditions, any of which may be waived in writing by Seller:

Appears in 1 contract

Samples: Asset Purchase Agreement (Acorn Products Inc)

Conditions Precedent to Seller’s Obligations. 8.1 The obligations obligation of Seller to effect the Closing of consummate the transactions contemplated hereby are is subject to the fulfillment, fulfillment (or waiver in writing by Seller) prior to or at the Closing, Closing Date of each of the following conditions, any of which may be waived in writing by Seller:

Appears in 1 contract

Samples: Asset Purchase and License Agreement (Calypte Biomedical Corp)

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