Conditions to Obligations of Parties to Close Sample Clauses

Conditions to Obligations of Parties to Close. In addition to the requirement that the deliveries contained in paragraph 1 above be made at the Closing, it shall be a condition of the duty of each Party to close the Transaction that no legal or governmental action shall have been instituted as of the Closing Date which shall cause either Party to reasonably conclude that the Transaction should not be consummated. In addition, if one or more of the representations, warranties and/or covenants contained in this Definitive Agreement are determined by a non-breaching Party prior to the Closing to have been breached ("Breached Warranty"), the non-breaching Party may, at such Party's election, waive such Breached Warranty and close the Transaction in accordance with this Definitive Agreement, or such non-breaching Party may terminate this Definitive Agreement and, in such event, the Parties hereto shall have no further liability under this Definitive Agreement.
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Conditions to Obligations of Parties to Close. The obligations of the Parties hereto to consummate the transactions as provided herein are subject to the fulfillment, at or before the Closing, of each of the following conditions (all or any of which may be waived in whole or in part in the sole discretion of the party and only by such party for whose benefit or protection the condition exists):
Sample 1
Conditions to Obligations of Parties to Close. If one or more of the representations, warranties and/or covenants contained in this Agreement are determined by a nonbreaching party prior to the Closing to have been breached ("Breached Warranty"), the non-breaching party may, at such party's election, waive such Breached Warranty and close the Transaction in accordance with this Agreement or such non-breaching party may terminate this Agreement and in such event the parties hereto shall have no further obligations or liability under this Agreement. In addition to the foregoing, the Partnership has the right to complete a satisfactory due diligence investigation ("Due Diligence Investigation") with respect to Tyler and in the event the Partnership acting in its sole and absolute discretion notifies Tyler on or before the close of business on August 20, 1997, of its election to terminate this Agreement because of the Due Diligence Investigation, this Agreement shall thereupon terminate and the parties shall have no further obligation hereunder. If Partnership does not so terminate the Agreement on or before August 20, 1997, the Due Diligence Investigation shall conclusively be deemed to be satisfactory to the Partnership.
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Conditions to Obligations of Parties to Close 
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Related to Conditions to Obligations of Parties to Close

  • Conditions Precedent to Obligations of Parties The respective obligations of each of the parties hereto hereunder are subject to the satisfaction, at or prior to the Closing Date, of each of the following conditions:

  • Conditions to Obligations to Close The obligations of Purchaser to consummate the transactions contemplated herein shall be subject to the fulfillment of the following conditions (“Purchaser’s Conditions”), any of which may be waived by Purchaser in its sole and absolute discretion:

  • Conditions to Obligations of Parent The obligation of Parent to effect the Merger is further subject to satisfaction or waiver of the following conditions:

  • Conditions to Obligations of the Buyer The obligations of the Buyer 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, any of which may be waived in writing by the Buyer in its sole discretion:

  • 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:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER The obligations of the Buyer under this Agreement shall be subject to the satisfaction, at or prior to the Closing Date, of all of the following conditions, any one or more of which may be waived by the Buyer:

  • Conditions Precedent to Obligations of the Company The obligations of the Company to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of the following conditions:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable Law):

  • Conditions to Obligations of the Parties The obligations of the parties hereto to effect the transactions contemplated by this Agreement shall be subject to the satisfaction at the Closing (as defined below) of the following conditions:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLERS The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Sellers in whole or in part to the extent permitted by applicable Law):

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