Common use of Conditions to Buyer’s Obligation to Close Clause in Contracts

Conditions to Buyer’s Obligation to Close. All obligations of Buyer to purchase the Acquired Assets, to assume the Assumed Liabilities, and to perform any other action at the Closing are subject to the fulfillment, prior to or at the Closing, of each of the following conditions, any of which may be waived by Buyer in whole or in part without written or oral notice of such waiver to Seller.

Appears in 2 contracts

Samples: Sale and Purchase Agreement (Aurora Foods Inc), Asset Sale and Purchase (Zila Inc)

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Conditions to Buyer’s Obligation to Close. All obligations of Buyer Buyer’s obligation to purchase the Acquired Assets, to assume the Assumed Liabilities, Assets and to perform any take the other action actions required to be taken by Buyer at the Closing 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 Buyer Buyer, in whole or in part without written or oral notice of such waiver to Seller.part):

Appears in 2 contracts

Samples: Asset Purchase Agreement (Lodgenet Entertainment Corp), Asset Purchase Agreement (Lodgenet Entertainment Corp)

Conditions to Buyer’s Obligation to Close. All obligations of Buyer to purchase the Acquired Assets, to assume issue the Assumed Liabilities, Worthington Shares and to perform any other action at the Closing are subject to the fulfillment, prior to or at the Closing, of each of the following conditions, any of which may be waived by Buyer in whole or in part without written or oral notice of such waiver to Seller.

Appears in 1 contract

Samples: Asset Sale and Purchase Agreement (Worthington Foods Inc /Oh/)

Conditions to Buyer’s Obligation to Close. All obligations of Buyer to purchase the Acquired Assets, to assume the Assumed Liabilities, and to perform any other action at the Closing are subject to the fulfillment, prior to or at the Closing, of each of the following conditions, any of which may be waived by Buyer in whole or in part without written or oral notice of such waiver to SellerSellers.

Appears in 1 contract

Samples: Asset Sale and Purchase (Prestige Brands Holdings, Inc.)

Conditions to Buyer’s Obligation to Close. All obligations The obligation of Buyer to purchase and pay for the Acquired Assets, to Assets at Closing and assume the Assumed LiabilitiesLiabilities at Closing, and to perform any consummate the other action at the Closing are transactions contemplated hereby, is subject to the fulfillmentsatisfaction (or waiver by Buyer, prior to or at the Closing, in Buyer's sole discretion) as of Closing of each of the following conditions, any of which may be waived by Buyer in whole or in part without written or oral notice of such waiver to Seller.:

Appears in 1 contract

Samples: Asset Purchase Agreement (Black Warrior Wireline Corp)

Conditions to Buyer’s Obligation to Close. All obligations of Buyer to purchase the Acquired Assets, to assume the Assumed Liabilities, and to perform any other action at the Closing are subject to the fulfillment, prior to or at the Closing, of each of the following conditions, any of which may be waived by Buyer in whole or in part without written or oral notice of such waiver to Seller.

Appears in 1 contract

Samples: Asset Sale and Purchase Agreement (Outsourcing Services Group Inc)

Conditions to Buyer’s Obligation to Close. All obligations of Buyer The Buyer’s obligation to purchase the Acquired Assets, to assume the Assumed Liabilities, and to perform any other action Purchased Assets at the Closing are (except as otherwise indicated) is subject to the fulfillment, prior to fulfillment on or at before the Closing, Closing of each of the following conditions, any of which may be unless waived by Buyer in whole or in part without written or oral notice of such waiver to Sellerthe Buyer.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sento Corp)

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Conditions to Buyer’s Obligation to Close. All obligations of Buyer to purchase the Acquired Assets, to assume the Assumed Liabilities, Shares and to perform any other action at the Closing are subject to the fulfillment, prior to or at the Closing, of each of the following conditions, any of which may be waived by Buyer in whole or in part without written or oral notice of such waiver to Sellerpart.

Appears in 1 contract

Samples: Stock Purchase Agreement (North Pointe Holdings Corp)

Conditions to Buyer’s Obligation to Close. All obligations The obligation of the Buyer to purchase enter into and complete the Acquired AssetsClosing and to consummate the transfer of the Purchased Assets and the other Contemplated Transactions is subject, in addition to satisfaction of the Mutual Conditions Precedent to Closing set forth at Section 5, at the option of the Buyer acting in accordance with the provisions of Section 12 with respect to the termination of this Agreement, to assume the Assumed Liabilities, and fulfillment on or prior to perform any other action at the Closing are subject to the fulfillment, prior to or at the Closing, of each Date of the following conditions, any one or more of which may be waived by Buyer in whole or in part without written or oral notice of such waiver to Seller.Buyer:

Appears in 1 contract

Samples: Asset Purchase Agreement (Volunteer Capital Corp / Tn /)

Conditions to Buyer’s Obligation to Close. All obligations The obligation of Buyer to purchase the Acquired Assets, to assume Assets and otherwise consummate the Assumed Liabilities, and to perform any other action transactions contemplated by this Agreement at the Closing are is subject to the fulfillment, prior to or at the Closing, of each of the following conditionsconditions precedent, any or all of which may be waived by Buyer in whole its sole discretion, and each of which Caraustar and Seller hereby agrees to use its respective best efforts to satisfy at or in part without written or oral notice of such waiver prior to Seller.the Closing:

Appears in 1 contract

Samples: Asset Purchase Agreement (Caraustar Industries Inc)

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