CONDITIONS TO CLOSING 48 Sample Clauses

CONDITIONS TO CLOSING 48. Section 7.01 Conditions to Obligations of All Parties 48 Section 7.02 Conditions to Obligations of Buyer 48 Section 7.03 Conditions to Obligations of Seller 49 ARTICLE VIII INDEMNIFICATION 50 Section 8.01 Survival 50 Section 8.02 Indemnification By Seller 51 Section 8.03 Indemnification By Buyer 51 Section 8.04 Certain Limitations 52 Section 8.05 Indemnification Procedures 53 Section 8.06 Payments 54 Section 8.07 Tax Treatment of Indemnification Payments 55 Section 8.08 Exclusive Remedies 55 ARTICLE IX TERMINATION 55 Section 9.01 Termination 55 Section 9.02 Seller Termination Fee 56 Section 9.03 Effect of Termination 56 ARTICLE X MISCELLANEOUS 57 Section 10.01 Expenses 57 Section 10.02 Notices 57 Section 10.03 Interpretation 58 Section 10.04 Headings 58 Section 10.05 Severability 58 Section 10.06 Entire Agreement 58 Section 10.07 Successors and Assigns 59 Section 10.08 No Third-party Beneficiaries 59 Section 10.09 Amendment and Modification; Waiver 59 Section 10.10 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial 59 Section 10.11 Specific Performance 60 Section 10.12 Counterparts 60 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this "Agreement"), dated as of August 12, 2014, is entered into between SharpSpring, LLC, a Delaware limited liability company ("Seller"), and SMTP, Inc., a Delaware corporation ("Buyer").
Sample 1
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CONDITIONS TO CLOSING 48. 7.1 Conditions to the Obligations of the Company, the Sellers and Purchaser 48 7.2 Other Conditions to the Obligations of Purchaser 49 7.3 Other Conditions to the Obligations of the Company and the Sellers 49 7.4 Frustration of Closing Conditions 50
Sample 1
CONDITIONS TO CLOSING 48. 6.1 Conditions to the Obligations of the Company, Parent and Merger Sub 48 6.2 Other Conditions to the Obligations of Parent and Merger Sub 48 6.3 Other Conditions to the Obligations of the Company 49 6.4 Frustration of Closing Conditions 50 ARTICLE VII TERMINATION 50 7.1 Termination 50 7.2 Effect of Termination 52
Sample 1
CONDITIONS TO CLOSING 48. Section 7.1 Conditions to Buyer’s Obligations 48 Section 7.2 Conditions to Sellers’ Obligations 49 Section 7.3 No Frustration of Closing Conditions 50 Section 7.4 Waiver of Conditions 50 ARTICLE VIII TERMINATION 50 Section 8.1 Termination of Agreement 50 Section 8.2 Procedure upon Termination 51 Section 8.3 Breakup Fee and Expense Reimbursement 51 Section 8.4 Effect of Termination. 52 ARTICLE IX MISCELLANEOUS 52 Section 9.1 Remedies 52 Section 9.2 Expenses 53 Section 9.3 Entire Agreement 53 Section 9.4 Incorporation of Schedules, Exhibits and Disclosure Schedule 53 Section 9.5 Amendments and Waivers 53 Section 9.6 Succession and Assignment 53 Section 9.7 Notices 53 Section 9.8 Governing Law; Jurisdiction 54 Section 9.9 Consent to Service of Process 55 Section 9.10 WAIVERS OF JURY TRIAL 55 Section 9.11 Severability 55 Section 9.12 No Third Party Beneficiaries 55 Section 9.13 No Survival of Representations, Warranties and Agreements 55 Section 9.14 Non-Recourse 55 Section 9.15 No Right of Set-Off 56 Section 9.16 Construction 56 Section 9.17 Computation of Time 56 Section 9.18 Mutual Drafting 56 Section 9.19 Disclosure Schedule 56 Section 9.20 Headings; Table of Contents 57 Section 9.21 Counterparts; Facsimile and Email Signatures 57 Section 9.22 Time of Essence 57 Section 9.23 “AS-IS” TRANSACTION 57 Exhibit A Exchange Agreement Terms Exhibit B Letter Agreement Terms Exhibit C - Form of Bill of Sale Exhibit D - Form of Assignment and Assumption Agreement Exhibit E - Form of Trademark Assignment Agreement Exhibit F - Form of Sale Procedures Order Exhibit G - Form of Sale Order Schedule 2.1(t) Assumed Assets Schedule 2.2(p) Excluded Assets Schedule 2.6(a) Assignable Contracts Schedule 3.1 Jurisdictions Schedule 3.3(b) Leased Real Property Schedule 3.5 Employees Schedule 3.7 Insurance Policies Schedule 3.9 Intellectual Property Schedule 3.8 Litigation Schedule 3.9 Employees and Employment Matters Schedule 3.10 Consents Schedule 3.13(b) Liabilities Schedule 3.14 Material Licenses Schedule 3.17(a) Customers Schedule 3.17(b) Suppliers Schedule 5.4 Conduct of Business EQUITY AND ASSET PURCHASE AGREEMENT This EQUITY AND ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of May 23, 2023, by and among PLASTIQ INC., PLV INC., and NEARSIDE BUSINESS CORP., (“Sellers”) and PLASTIQ, POWERED BY PRIORITY, LLC, a Delaware limited liability company (together with its permitted successors, designees and assigns, “Buyer”). Sellers and Buyer are referred to collectivel...
Sample 1
CONDITIONS TO CLOSING 48. Section 7.01 Conditions to Obligations of All Parties. 48 Section 7.02 Conditions to Obligations of Buyer. 48 Section 7.03 Conditions to Obligations of Seller. 50 ARTICLE VIII INDEMNIFICATION 51 Section 8.01 Survival. 51 Section 8.02 Indemnification By Seller Indemnitors. 52 Section 8.03 Indemnification By Buyer. 52 Section 8.04 Certain Limitations. 53 Section 8.05 Indemnification Procedures. 54
Sample 1

Related to CONDITIONS TO CLOSING 48

  • Conditions to Closing Each Purchaser’s obligation to purchase and pay for the Notes to be sold to such Purchaser at the Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to or at the Closing, of the following conditions:

  • Conditions to Closings Each Purchaser’s obligation to purchase and pay for the Notes to be sold to such Purchaser at each Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to or at such Closing, of the following conditions:

  • Conditions to Closing Date This Agreement shall become effective upon, and the obligation of each Lender to make the initial Extensions of Credit on the Closing Date is subject to, the satisfaction of the following conditions precedent:

  • CONDITIONS TO CLOSING OF COMPANY The Company's obligation to sell and issue the Shares at the Closing is, at the option of the Company, subject to the fulfillment or waiver of the following conditions:

  • Seller’s Conditions to Closing The obligations of the Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:

  • Purchaser’s Conditions to Closing The obligations of the Purchaser under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:

  • Conditions to Closing of the Company The Company’s obligation to sell the Securities at the Closing is subject to the fulfillment to its satisfaction on or prior to the Closing Date of each of the following conditions:

  • Buyer’s Conditions to Closing The obligation of Buyer to consummate the Closing is subject to the fulfillment of each of the following conditions (except to the extent waived in writing by Buyer in its sole discretion):

  • Conditions Precedent to Closing Date The obligation of the Lenders to make each Loan hereunder, and the obligation of the Letter of Credit Issuer to issue Letters of Credit hereunder, in each case, on the Closing Date are subject to the satisfaction on or prior to the Closing Date of each of the following conditions:

  • Additional Conditions to Closing (a) All necessary approvals under federal and state securities laws and other authorizations relating to the issuance of the Acquisition Shares and the transfer of the Shares shall have been received.

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