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 Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
Conditions to Closing. 8 3.1 Conditions to Seller's Obligations......................................8 3.2 Conditions to Buyer's Obligation.......................................10
Conditions to Closing. Section 10.01.
Conditions to Closing. The obligations of each Party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
Conditions to Closing. Section 6.1 General Conditions 76 Section 6.2 Conditions to Obligations of the Seller 77 Section 6.3 Conditions to Obligations of the Buyer 77 ARTICLE VII INDEMNIFICATION Section 7.1 Survival 79 Section 7.2 Indemnification by the Seller 79 Section 7.3 Indemnification by the Buyer 80 Section 7.4 Procedures 80 Section 7.5 Remedies Not Affected by Investigation, Disclosure or Knowledge 82 Section 7.6 R&W Insurance Policy 83 Section 7.7 Exclusive Remedy 83 ARTICLE VIII TERMINATION Section 8.1 Termination 83 Section 8.2 Effect of Termination 85 Section 8.3 Buyer Termination Fee 86 Section 8.4 Additional Fees and Expenses 87 ARTICLE IX GENERAL PROVISIONS Section 9.1 Fees and Expenses 88 Section 9.2 Amendment and Modification 88 Section 9.3 Waiver 89 Section 9.4 Notices 89 Section 9.5 Interpretation 90 4 Section 9.6 Entire Agreement 91 Section 9.7 No Third-Party Beneficiaries 91 Section 9.8 Governing Law 91 Section 9.9 Submission to Jurisdiction 91 Section 9.10 Assignment; Successors 92 Section 9.11 Enforcement 93 Section 9.12 Currency 94 Section 9.13 Severability 94 Section 9.14 Waiver of Jury Trial 94 Section 9.15 Counterparts 94 Section 9.16 Facsimile or .pdf Signature 94 Section 9.17 Time of Essence 94 Section 9.18 No Presumption Against Drafting Party 94 Section 9.19 Investigation by the Buyer 95 Exhibit A Assumption Agreement Exhibit B Xxxx of Sale Exhibit C Retained IP License Agreement Exhibit D Accessories Supply Agreement Exhibit E Generator Supply Agreement Exhibit F Transition Services Agreement ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT, dated as of July 9, 2018 (this “Agreement”), between Specialty Surgical Instrumentation Inc., a Tennessee corporation (the “Buyer”), and Bovie Medical Corporation, a Delaware corporation (the “Seller”).
Conditions to Closing. The several obligations of the Underwriters hereunder are subject to the following conditions:
Conditions to Closing. The obligation of each Lender to make the initial Loans on the Closing Date shall be subject to the receipt by Agent of each agreement, document and instrument set forth on the closing checklist prepared by Agent or its counsel, each in form and substance satisfactory to Agent, and such other closing deliverables reasonably requested by Agent and Lenders, and to the satisfaction of the following conditions precedent, each to the satisfaction of Agent and Lenders and their respective counsel in their sole discretion:
