Common use of Conditions to Obligations of Seller Clause in Contracts

Conditions to Obligations of Seller. The obligations of Seller hereunder to sell the Assets 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 by Seller in its sole discretion):

Appears in 20 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (U S Wireless Data Inc), Asset Purchase Agreement (MFC Development Corp)

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Conditions to Obligations of Seller. The obligations of Seller hereunder to sell the Assets Acquired Interests 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 by Seller Seller, in its sole discretion):).

Appears in 18 contracts

Samples: Purchase and Sale Agreement (NRG Yield, Inc.), Purchase and Sale Agreement (NRG Energy, Inc.), Purchase and Sale Agreement (Clearway Energy, Inc.)

Conditions to Obligations of Seller. The obligations of Seller hereunder to sell the Assets Shares 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 by Seller in its sole discretion):

Appears in 14 contracts

Samples: Escrow Agreement (Danka Business Systems PLC), Stock Purchase Agreement (International Rectifier Corp /De/), Stock Purchase Agreement (Fortress Financial Group, Inc. / WY)

Conditions to Obligations of Seller. The obligations of Seller hereunder to sell the Assets 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 by Seller in its sole discretion):

Appears in 14 contracts

Samples: Master Purchase Agreement (International Rectifier Corp /De/), Stock Purchase Agreement (Mainfreight LTD), Stock Purchase Agreement (Baldwin Piano & Organ Co /De/)

Conditions to Obligations of Seller. The All obligations of Seller hereunder to sell are, at the Assets are option of Seller, subject to the fulfillment, at or before the Closing, of each of the following conditions precedent that (all or any of which may be waived by Seller, in whole or in part by Seller in its sole discretion):part), at the Closing:

Appears in 6 contracts

Samples: Asset Purchase Agreement (Ikaria, Inc.), Asset Purchase Agreement (Biotech Spinco, Inc.), Asset Purchase Agreement (Facet Biotech Corp)

Conditions to Obligations of Seller. The obligations of Seller hereunder to sell the Shares and the Acquired Assets are and to take the other actions required to be taken by Seller at the Closing is subject to the fulfillmentsatisfaction, at or before prior to the Closing, of each of the following conditions (all or any of which may be waived by Seller, in whole or in part by Seller in its sole discretionpart):

Appears in 6 contracts

Samples: Stock and Asset Purchase Agreement (McClatchy Co), Stock and Asset Purchase Agreement (McClatchy Co), Stock and Asset Purchase Agreement (McClatchy Co)

Conditions to Obligations of Seller. The obligations of Seller hereunder to sell the Assets 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 by Seller in its his sole discretion):

Appears in 3 contracts

Samples: Asset Purchase Agreement (CPEX Pharmaceuticals, Inc.), Asset Purchase Agreement (CPEX Pharmaceuticals, Inc.), Asset Purchase Agreement (Bentley Pharmaceuticals Inc)

Conditions to Obligations of Seller. The obligations of the Seller hereunder to sell the Assets 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 by the Seller in its sole discretion):

Appears in 3 contracts

Samples: Share Purchase Agreement (Sun New Media Inc.), Share Purchase Agreement (Sun New Media Inc.), Share Purchase Agreement (Se Global Equities Corp)

Conditions to Obligations of Seller. The obligations of Seller hereunder to sell deliver the xxxx of sale, assignments, endorsements and other instruments of transfer relating to the Assets are and to satisfy Seller's other obligations hereunder shall be subject to the fulfillment, at on or before prior to the ClosingClosing Date (or waiver by Seller), of each of the following conditions (all or any of conditions, which may Purchaser agrees to use its best efforts to cause to be waived in whole or in part by Seller in its sole discretion):fulfilled:

Appears in 3 contracts

Samples: Asset Purchase Agreement (Network Long Distance Inc), Asset Purchase Agreement (Network Long Distance Inc), Asset Purchase Agreement (Pacific Gateway Exchange Inc)

Conditions to Obligations of Seller. The obligations of Seller hereunder to sell the Transferred Assets 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 by Seller in its sole discretion):

Appears in 2 contracts

Samples: Asset Purchase Agreement (Santa Fe Gaming Corp), Asset Purchase Agreement (Station Casinos Inc)

Conditions to Obligations of Seller. The obligations of Seller hereunder to sell the Assets Shares 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 by Seller Sellers in its their sole discretion):

Appears in 2 contracts

Samples: Stock Purchase Agreement (Great West Gold, Inc.), Stock Purchase Agreement (Great West Gold, Inc.)

Conditions to Obligations of Seller. The obligations of Seller hereunder to sell the Acquired Assets 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 by Seller in its sole discretion):

Appears in 2 contracts

Samples: Asset Purchase Agreement (SBS Technologies Inc), Asset Purchase Agreement (Acorn Products Inc)

Conditions to Obligations of Seller. The All obligations of Seller hereunder to sell are, at the Assets are option of Seller, subject to the fulfillment, at or before the Closing, of each of the following conditions precedent (all or any of which may be waived by Seller, in whole or in part by Seller in its sole discretion):part) that, at the Closing:

Appears in 2 contracts

Samples: Asset Purchase Agreement (PDL Biopharma, Inc.), Asset Purchase Agreement (PDL Biopharma, Inc.)

Conditions to Obligations of Seller. The obligations of the Seller hereunder to sell the Assets 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 by Seller in its sole discretion):the Seller).

Appears in 2 contracts

Samples: Stock Acquisition Agreement (Zenith National Insurance Corp), Stock Purchase Agreement (Standard Management Corp)

Conditions to Obligations of Seller. The obligations of Seller hereunder to sell the Assets 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 by Seller in its sole discretion):Seller). Purchaser will use all commercially reasonable efforts to fulfill, at or before the Closing, such of the following conditions (or portions thereof) over which it has control.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Life Re Corp), Stock Purchase Agreement (Uici)

Conditions to Obligations of Seller. 8.1 The obligations of Seller to consummate the sale of the Acquired Assets and the other transactions described herein at the Closing hereunder to sell the Assets are shall be subject to the fulfillmentfollowing conditions, at any or before the Closing, of each of the following conditions (all or any of which may be waived in whole or in part writing by Seller in its sole discretion):the Companies:

Appears in 2 contracts

Samples: Dunn Companies Asset Purchase Agreement (Anthony Crane Rental Holdings Lp), Dunn Companies Asset Purchase Agreement (Anthony Crane Rental Lp)

Conditions to Obligations of Seller. The obligations obligation of Seller hereunder to sell consummate the Assets transactions described in Section 2.01, Section 2.03 and Section 2.04 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 by Seller Seller, in its sole discretion):

Appears in 1 contract

Samples: Purchase and Sale Agreement (GenOn Energy, Inc.)

Conditions to Obligations of Seller. The obligations obligation of Seller hereunder to sell consummate the Assets are transactions contemplated by Section 2.01 is 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 by Seller in its sole discretion):

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (NGAS Resources Inc)

Conditions to Obligations of Seller. The obligations of Seller hereunder to sell the Purchased Assets hereunder are subject to the fulfillmentfulfillment by Buyer or waiver by Seller, at on or before the ClosingClosing Date, of each of the following conditions (all or any of which may be waived in whole or in part by Seller in its sole discretion):conditions:

Appears in 1 contract

Samples: Asset Purchase Agreement (Duquesne Light Co)

Conditions to Obligations of Seller. The obligations of Seller hereunder to sell the Assets 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 by Seller Seller, but only in writing, in its sole discretion):

Appears in 1 contract

Samples: Product Asset Purchase Agreement (King Pharmaceuticals Inc)

Conditions to Obligations of Seller. The obligations of Seller hereunder Seller’s obligation to sell the Purchased Assets are and to take the other actions required to be taken by Seller at the Closing is subject to the fulfillmentsatisfaction, at or before prior to the Closing, of each of the following conditions (all or any of which may be waived in writing only by Seller, in whole or in part by Seller in its sole discretionpart):

Appears in 1 contract

Samples: Asset Purchase Agreement

Conditions to Obligations of Seller. The obligations of Seller hereunder to sell the Assets Preferred Interests are subject to the fulfillment, at or before the Closing, of each of the following conditions (all or any of which may be waived waived, in writing, in whole or in part part, by Seller in its sole discretion):

Appears in 1 contract

Samples: Merger and Purchase Agreement (Arch Coal Inc)

Conditions to Obligations of Seller. The obligations of Seller hereunder to sell the Assets Units 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 by Seller in its sole discretion):

Appears in 1 contract

Samples: Unit Purchase Agreement (Northwestern Corp)

Conditions to Obligations of Seller. The obligations of Seller hereunder to sell the Assets Purchased Interests 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 by Seller in its sole discretionSeller):

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Renegy Holdings, Inc.)

Conditions to Obligations of Seller. The obligations of Seller hereunder to sell the Assets and take the other actions required to be taken by Seller at Closing under this Agreement are subject to the fulfillment, at or before the Closing, of each of the following conditions (all conditions, any one or any more of which may be waived in whole or in part by Seller in its sole discretion)::

Appears in 1 contract

Samples: Asset Purchase Agreement (Delta Apparel Inc)

Conditions to Obligations of Seller. The obligations of Seller hereunder to sell the Assets 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 by Seller in its sole discretionSeller):

Appears in 1 contract

Samples: Purchase Agreement (Insignia Financial Group Inc)

Conditions to Obligations of Seller. The obligations of Seller hereunder to sell the Assets Interest are subject to the fulfillment, at or before the Closing, of each of the following conditions express condition precedents (all or any of which may be waived in whole or in part by Seller in its sole discretion):

Appears in 1 contract

Samples: Purchase and Sale Agreement (Argan Inc)

Conditions to Obligations of Seller. The obligations of Seller hereunder to sell the Purchased Assets 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 by Seller in its sole discretion):

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (OPAL Fuels Inc.)

Conditions to Obligations of Seller. The obligations of Seller hereunder to sell the Assets are Shares is 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 by Seller in its sole discretion):

Appears in 1 contract

Samples: Trademark License Agreement (Sun International Hotels LTD)

Conditions to Obligations of Seller. The obligations of Seller ----------------------------------- hereunder to sell the Assets 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 by Seller in its sole discretion):

Appears in 1 contract

Samples: Asset Purchase Agreement (Pepsi Cola Puerto Rico Bottling Co)

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Conditions to Obligations of Seller. The obligations of Seller hereunder to sell the Purchased Assets 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 by Seller in its sole discretion):

Appears in 1 contract

Samples: Asset Purchase Agreement (Thor Industries Inc)

Conditions to Obligations of Seller. The obligations of the Seller hereunder to sell the Purchased Assets 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 by the Seller in its his sole discretiondiscretion with the exception of the conditions listed in Sections 7.3(a) and (b) below):

Appears in 1 contract

Samples: Asset Purchase Agreement (Cellceutix CORP)

Conditions to Obligations of Seller. The obligations of Seller hereunder to sell the Assets Membership Interests 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 by Seller in its sole discretion):

Appears in 1 contract

Samples: Purchase Agreement (Alliance Gaming Corp)

Conditions to Obligations of Seller. The obligations of Seller hereunder to sell the Assets Shares 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 by Seller in its sole discretion):Purchaser:

Appears in 1 contract

Samples: Sale and Purchase of Shares Agreement (MNC International Ltd.)

Conditions to Obligations of Seller. The obligations obligation of Seller hereunder to sell consummate the Assets are Transaction is 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 by Seller in its sole discretion):

Appears in 1 contract

Samples: Stock Sale Agreement (Memc Electronic Materials Inc)

Conditions to Obligations of Seller. The obligations obligation of Seller hereunder to sell the Assets are at the Closing shall be subject to the fulfillment, at satisfaction or before the Closing, of each waiver of the following conditions (all or any of which may be waived in whole or in part by Seller in its sole discretion):conditions:

Appears in 1 contract

Samples: Asset Purchase Agreement (Lifestyle Innovations Inc)

Conditions to Obligations of Seller. The obligations of Seller hereunder to transfer the Transferred Assets to the Company and to sell the Assets Shares and otherwise consummate the transactions contemplated hereby 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 by Seller in its sole discretion):

Appears in 1 contract

Samples: Stock Purchase Agreement (Standard Microsystems Corp)

Conditions to Obligations of Seller. The obligations of Seller hereunder to sell the Transferred Assets are subject to the fulfillment, at or before the ClosingClosing or, with respect to the condition specified in Section 8.02, by the time specified in that Section, of each of the following conditions (all or any of which may be waived in whole or in part by Seller in its sole discretion):

Appears in 1 contract

Samples: Purchase and Sale Agreement (Bh Re LLC)

Conditions to Obligations of Seller. The All obligations of Seller hereunder to sell the Assets Seller, at its option, are subject to conditioned upon the fulfillment, prior to or at or before the Closing, of each all of the following conditions (all conditions, any one or any more of which may be waived in whole or in part by Seller in its sole discretion):Purchaser:

Appears in 1 contract

Samples: Sale and Purchase (Novellus Systems Inc)

Conditions to Obligations of Seller. The obligations of Seller hereunder to sell (or cause to be sold) the Assets Acquired Interests 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 by Seller Seller, in its sole discretion):).

Appears in 1 contract

Samples: Purchase and Sale Agreement (NRG Energy, Inc.)

Conditions to Obligations of Seller. The obligations of Seller hereunder to sell the Assets Shares are subject subject, at the option of Seller, to the fulfillment, at satisfaction or before the Closing, of each waiver of the following conditions (all or any of which may be waived in whole or in part by Seller in its sole discretion):conditions:

Appears in 1 contract

Samples: Stock Purchase Agreement (Ebiz Enterprises Inc)

Conditions to Obligations of Seller. The obligations of Seller hereunder to sell the Assets Shares are subject to the fulfillmentsatisfaction, at or before the Closing, of each of the following conditions (all or any of which may be waived in whole or in part by Seller in its sole discretion):

Appears in 1 contract

Samples: Stock Purchase Agreement (International Realty Group Inc)

Conditions to Obligations of Seller. The obligations of Seller hereunder with respect to sell the sale of the Acquired Assets at the Closing are subject to the fulfillment, at or before the Closing, of each satisfaction of the following conditions (all or any of conditions, which may be waived in whole or in part by Seller in its sole discretion):writing to the extent permitted by Law:

Appears in 1 contract

Samples: Asset Purchase Agreement (Jvweb Inc)

Conditions to Obligations of Seller. The obligations of Seller hereunder to sell the Assets Shares 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 by Seller in its sole discretion):): EXECUTION COPY

Appears in 1 contract

Samples: Stock Purchase Agreement (Florida Gaming Corp)

Conditions to Obligations of Seller. The obligations of Seller hereunder to sell the Assets 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 by Seller in its each of their sole discretion):

Appears in 1 contract

Samples: Asset Purchase Agreement (Panamerican Bancorp)

Conditions to Obligations of Seller. The obligations of Seller hereunder to sell the Assets Securities 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 by Seller in its sole discretion):

Appears in 1 contract

Samples: Purchase Agreement (Outdoor Channel Holdings Inc)

Conditions to Obligations of Seller. The obligations of Seller hereunder to sell consummate the sale of the Assets are to be Acquired at Closing shall be subject to: (a) the delivery by Buyer to Seller of the fulfillmentitems described in Section 13.2 of this Agreement, at or before and (b) the Closing, of each satisfaction of the following conditions (conditions, any and or all or any of which may be waived in whole or in part writing by Seller in its sole discretion):Seller:

Appears in 1 contract

Samples: Agreement of Purchase and Sale (Consolidated Tomoka Land Co)

Conditions to Obligations of Seller. The obligations of Seller hereunder to sell the Assets 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 by Seller Seller). Buyer will use all commercially reasonable efforts to (i) fulfill, at or before the Closing, such of the following conditions (or portions thereof) over which it has control, and (ii) cause the representations and warranties made by Buyer in its sole discretion):this Agreement to be true at all times before the Closing Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Analysis & Technology Inc)

Conditions to Obligations of Seller. The obligations of Seller hereunder to sell the Assets Shares are subject to the fulfillment, at or before the Closing, of each of the following conditions (all or any of which which, except for mandatory approvals by Governmental Authorities (if any), may be waived in whole or in part by Seller in its sole discretion):

Appears in 1 contract

Samples: Share Purchase Agreement (International Rectifier Corp /De/)

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