Common use of Conditions to Obligations of Seller Clause in Contracts

Conditions to Obligations of Seller. The obligations of Seller under this Agreement are subject to the satisfaction (or, if applicable, waiver in the sole discretion of Seller, except as to the condition described in (c)), as of the Closing, of each of the following conditions:

Appears in 4 contracts

Samples: Purchase and Assumption Agreement (Eagle Financial Corp), Purchase and Assumption Agreement (Webster Financial Corp), Purchase and Assumption Agreement (Eagle Financial Corp)

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Conditions to Obligations of Seller. The obligations of Seller under this Agreement are subject to the satisfaction (or, if applicable, waiver in the sole discretion of Seller, except as on or prior to the condition described in (c)), as of the Closing, of each Closing Date of the following conditions, any one or more of which may be waived by Seller to the extent permitted by Applicable Law:

Appears in 3 contracts

Samples: Master Transaction Agreement (Assurant Inc), Master Transaction Agreement (CVS HEALTH Corp), Master Transaction Agreement (Aetna Inc /Pa/)

Conditions to Obligations of Seller. The obligations of Seller under to perform this Agreement and consummate the Merger and the other transactions contemplated hereby are subject to the satisfaction (or, if applicable, waiver in the sole discretion of Seller, except as to the condition described in (c)), as of the Closing, of each of the following conditions:, unless waived by Seller pursuant to Section 12.6(b):

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Charter Financial Corp), Agreement and Plan of Merger (Charter Financial Corp), Agreement and Plan of Merger (Charter Financial Corp)

Conditions to Obligations of Seller. The obligations of Seller under this Agreement are subject subject, at the option of Seller, to the satisfaction (or, if applicable, waiver in the sole discretion of Seller, except as to the condition described in (c)), as of the Closing, of each of the following conditions:

Appears in 3 contracts

Samples: Asset Purchase Agreement (Amedisys Inc), Asset Purchase Agreement (Amedisys Inc), Asset Purchase Agreement (Amedisys Inc)

Conditions to Obligations of Seller. The obligations Each and every obligation of Seller under this Agreement are (except for the obligations of Seller to be fulfilled prior to the Closing and obligations that survive termination of this Agreement), including the obligation of Seller to consummate the Closing, shall be subject to the satisfaction (orsatisfaction, if applicable, waiver in the sole discretion of Seller, except as to the condition described in (c)), as of on or before the Closing, of each of the following conditions:conditions set forth in this Section 7.3, unless waived in writing by Seller.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Southwestern Energy Co), Asset Purchase Agreement (Linn Energy, LLC), Asset Purchase Agreement

Conditions to Obligations of Seller. The obligations of the Seller under this Agreement are to consummate the sale of the Assets to be Acquired at Closing shall be subject to the satisfaction (or, if applicable, waiver in the sole discretion of Seller, except as to the condition described in (c)), as of the Closing, of each of the following conditionsconditions precedent, except to the extent waived by Seller in writing:

Appears in 3 contracts

Samples: Purchase and Sale Agreement (Cable Tv Fund 11-B LTD), Purchase and Sale Agreement (Cable Tv Fund 11-B LTD), Agreement (Olympus Capital Corp)

Conditions to Obligations of Seller. The obligations of Seller under this Agreement are to sell the Property and consummate the other transactions contemplated hereby shall be subject to the satisfaction (or, if applicable, waiver in the sole discretion of Seller, except as to the condition described in (c)), as of the Closing, of each of the following conditions:conditions on or before the Closing Date, except to the extent that any of such conditions may be waived by Seller in writing at Closing in Seller’s sole and absolute discretion.

Appears in 3 contracts

Samples: Purchase and Sale Agreement (Digital Realty Trust, Inc.), Purchase and Sale Agreement (Digital Realty Trust, Inc.), Purchase and Sale Agreement (Digital Realty Trust, Inc.)

Conditions to Obligations of Seller. The obligations of Seller under to carry out the transactions contemplated by this Agreement are subject subject, at the option of Seller, to the satisfaction (or, if applicableor to the extent permitted by Legal Requirements, waiver in the sole discretion of by Seller, except as which waiver may be inferred by the Seller agreeing to effect the condition described in (c)), as of the Closing, of each Closing if certain conditions below are not met) of the following conditions:

Appears in 3 contracts

Samples: Asset Purchase Agreement (Veramark Technologies Inc), Asset Purchase Agreement (Veramark Technologies Inc), Asset Purchase Agreement (Veramark Technologies Inc)

Conditions to Obligations of Seller. The obligations of Seller under this Agreement are subject to subject, at the satisfaction (or, if applicable, waiver in the sole discretion option of Seller, except as to the condition described in (c)), as of the Closing, of each of the following conditions:

Appears in 3 contracts

Samples: Asset Purchase Agreement (Amedisys Inc), Asset Purchase Agreement (Epicedge Inc), Asset Purchase Agreement (International Test Systems Inc)

Conditions to Obligations of Seller. The obligations of Seller under to perform this Agreement and consummate the Share Exchange and the other transactions contemplated hereby are subject to the satisfaction (or, if applicable, waiver in the sole discretion of Seller, except as to the condition described in (c)), as of the Closing, of each of the following conditions:, unless waived by Seller pursuant to Section 10.6(b):

Appears in 2 contracts

Samples: Agreement and Plan of Share Exchange (First Security Group Inc/Tn), Agreement and Plan of Share Exchange (First Security Group Inc/Tn)

Conditions to Obligations of Seller. The obligations of Seller under this Agreement to consummate the Closing are subject to the satisfaction (or, if applicable, or waiver in the sole discretion of Seller, except as to the condition described in (c)), as of the Closing, by Seller of each of the following conditions:conditions (it being understood that each such condition is solely for the benefit of Seller and may be waived by Seller in its sole discretion without notice or liability to any Person):

Appears in 2 contracts

Samples: Asset Purchase Agreement (Emcore Corp), Asset Purchase Agreement (Emcore Corp)

Conditions to Obligations of Seller. The All obligations of Seller under this Agreement are subject to the satisfaction (orfulfillment or satisfaction, if applicable, waiver in prior to or at the sole discretion of Seller, except as to Initial Closing and the condition described in (c)), as of the Final Closing, of each of the following conditions:conditions precedent (all of which may be waived by Seller):

Appears in 2 contracts

Samples: Stock Purchase Agreement (Access Health Alternatives Inc), Stock Purchase Agreement (Brun Luigi)

Conditions to Obligations of Seller. The obligations of Seller under this Agreement are subject to the satisfaction (or, if applicable, waiver in the sole discretion of Seller, except as at or prior to the condition described in (c)), as of the Closing, of each Closing of the following conditions, but compliance with any such conditions may be waived by Seller in writing:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Intervoice Inc), Stock Purchase Agreement (United Medicorp Inc)

Conditions to Obligations of Seller. The obligations of Seller under this Agreement to effect Closing and consummate the Acquisition are subject to the satisfaction (or, if applicable, waiver in the sole discretion of Seller, except as on or prior to the condition described in (c)), as of the Closing, of each Closing of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable Law, in a written instrument executed and delivered by Seller:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Amergent Hospitality Group Inc.), Asset Purchase Agreement (SunOpta Inc.)

Conditions to Obligations of Seller. The obligations of Seller to consummate the sale and purchase under this Agreement are subject to the satisfaction (or, if applicable, waiver in the sole discretion of Seller, except as to the condition described in (c)), as of the Closing, of each of the following conditions, each of which may be waived by Seller:

Appears in 2 contracts

Samples: Stock Purchase Agreement (Roper Industries Inc /De/), Stock Purchase Agreement (Roper Industries Inc /De/)

Conditions to Obligations of Seller. The obligations of the Seller under to perform this Agreement and consummate the Merger and the other transactions contemplated hereby are subject to the satisfaction (or, if applicable, waiver in the sole discretion of Seller, except as to the condition described in (c)), as of the Closing, of each of the following conditions:, unless waived by the Seller pursuant to Section 10.6(b):

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Yadkin Valley Financial Corp), Agreement and Plan of Merger (American Community Bancshares Inc)

Conditions to Obligations of Seller. The obligations of Seller under to consummate the sale of the Purchased Assets pursuant to this Agreement are subject to the satisfaction (orsatisfaction, if applicable, waiver in the sole discretion of Seller, except as to the condition described in (c)), as of at or before the Closing, of each of the following conditions, any of which may be waived by Seller:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Macrovision Corp), Asset Purchase Agreement (Quantum Corp /De/)

Conditions to Obligations of Seller. The obligations obligation of Seller under to close the transactions contemplated by this Agreement are shall be subject to the satisfaction (orof each of the following conditions precedent, if applicableeach of which may be waived, waiver in whole or in part, in the sole discretion of Seller, except as to the condition described in (c)), as of the Closing, of each of the following conditions:by a written instrument signed by Seller.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Nashua Corp), Asset Purchase Agreement (Nashua Corp)

Conditions to Obligations of Seller. The obligations of Seller under to perform this Agreement and consummate the Merger and the other transactions contemplated hereby are subject to the satisfaction (or, if applicable, waiver in the sole discretion of Seller, except as to the condition described in (c)), as of the Closing, of each of the following conditions:, unless waived by Seller pursuant to Section 9.5(b): 50

Appears in 2 contracts

Samples: Agreement and Plan of Merger (State Bank Financial Corp), Agreement and Plan of Merger (State Bank Financial Corp)

Conditions to Obligations of Seller. The obligations of Seller to perform Seller's obligations under this Agreement are are, and shall be subject to to, the satisfaction (or, if applicable, waiver in the sole discretion of Seller, except as to the condition described in (c)), as of the Closing, of each of the following conditionsconditions at or prior to the Closing:

Appears in 2 contracts

Samples: Agreement of Sale (Arlington Hospitality Inc), Agreement of Sale (Arlington Hospitality Inc)

Conditions to Obligations of Seller. The obligations of Seller under Seller's obligation to consummate the transactions contemplated by this Agreement are is subject to satisfaction at the satisfaction (or, if applicable, waiver in the sole discretion time of Seller, except as to the condition described in (c)), as of the Closing, Closing of each of the following conditionsconditions precedent, any of which may be waived by Seller:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Digital Television Services of Kansas LLC), Stock Purchase Agreement (Digital Television Services of Kansas LLC)

Conditions to Obligations of Seller. The obligations of Seller under this Agreement are subject to the satisfaction (or, if applicable, waiver in the sole discretion of Seller, except as to the condition described in (cSection 13.1(c)), as of ) on or before the ClosingClosing Date, of each of the following conditions:;

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Independent Bank Corp /Mi/)

Conditions to Obligations of Seller. The obligations of Seller under this Agreement are subject to the satisfaction (or, if applicable, waiver in the sole discretion of Seller, except as to the condition described in (cSection 12.1(c) and Section 12.1(d)), as of ) on or before the ClosingClosing Date, of each of the following conditions:

Appears in 1 contract

Samples: Purchase and Assumption Agreement (BCSB Bancorp Inc.)

Conditions to Obligations of Seller. The obligations of Seller under this Agreement are subject to the satisfaction (or, if applicable, waiver in the sole discretion of Seller, except as to the condition described in (c)), as of the Closing, of each of the following conditions:that

Appears in 1 contract

Samples: Loan Sale Agreement (PHC Inc /Ma/)

Conditions to Obligations of Seller. The obligations of Seller under this Agreement to sell and transfer the Assets to Purchaser and to Purchaser’s Designee are subject to the satisfaction (or, if applicable, waiver in the sole discretion of Seller, except as to the condition described in (c)), ) on and as of the ClosingClosing Date, of each of the following conditions:

Appears in 1 contract

Samples: Asset Purchase and Interim Servicing Agreement (United Community Financial Corp)

Conditions to Obligations of Seller. The obligations obligation of Seller under this Agreement are to consummate the transactions contemplated by this Agreement is, in addition to the conditions contained in Section 8.1 hereof, subject to the satisfaction (or, if applicable, waiver in of the sole discretion of Seller, except as to the condition described in (c)), following conditions as of the Closing, of each of the following conditionsClosing Time:

Appears in 1 contract

Samples: Purchase and Sale Agreement (Investors Financial Services Corp)

Conditions to Obligations of Seller. The obligations of Seller under to ----------------------------------- sell, transfer and convey the Assets and complete the related transactions contemplated by this Agreement are subject to the satisfaction or waiver (or, if applicable, waiver in the sole discretion of Seller with respect to the waiver of such conditions) by Seller, except as on or prior to the condition described in (c)), as of the ClosingClosing Date, of each of the following conditions:

Appears in 1 contract

Samples: Asset Purchase Agreement (Triton PCS Inc)

Conditions to Obligations of Seller. The Except as otherwise provided in this Agreement, all obligations of Seller under this Agreement are subject to the satisfaction (orsatisfaction, if applicable, waiver in the sole discretion of Seller, except as on or prior to the condition described in (c)), as of the ClosingClosing Date, of each of the following conditions:, any one or more of which may be waived in writing by Seller.

Appears in 1 contract

Samples: Agreement for Purchase and Sale (Monterey Pasta Co)

Conditions to Obligations of Seller. The obligations of Seller under this Agreement are subject to the satisfaction (or, if applicable, waiver in the sole discretion of Seller, except as at or prior to the condition described in (c)), as of the Closing, Closing of each of the following conditions:, but compliance with such conditions may be waived by Seller: (a) the representations and warranties of Buyer contained in this Agreement shall be true and correct at and as of the Closing with the same effect as though such representations and warranties were made at and as of the Closing, (b) Buyer shall have executed and delivered to Seller the Note;

Appears in 1 contract

Samples: Stock Purchase Agreement (Sa Telecommunications Inc /De/)

Conditions to Obligations of Seller. The obligations of Seller under this Agreement are subject to the satisfaction (or, if applicable, waiver in the sole discretion of Seller, except as at or prior to the condition described in (c)), as of the Closing, of each Closing of the following conditions, but compliance with any of such conditions may be waived by Seller in writing:

Appears in 1 contract

Samples: Share Purchase Agreement (Elephant Talk Communications Corp)

Conditions to Obligations of Seller. The obligations obligation of Seller under this Agreement are to consummate the Transactions is subject to the satisfaction (orsatisfaction, if applicable, waiver in the sole discretion of Seller, except as to the condition described in (c)), as of at or before the Closing, of each of the following conditions, any of which conditions may, except for the condition set forth in Section 3.2, be waived by Seller in its sole discretion:

Appears in 1 contract

Samples: Asset Purchase Agreement (Bowflex Inc.)

Conditions to Obligations of Seller. The obligations of Seller under this Agreement are subject to the satisfaction (or, if applicable, waiver in the sole discretion of Seller, Seller except as to the condition described in (c)), as of 13.1(c) which cannot be waived) on or before the ClosingClosing Date, of each of the following conditions:

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Community Bank System Inc)

Conditions to Obligations of Seller. The obligations of Seller under this Agreement to consummate the Closing are subject to the satisfaction (or, if applicable, waiver in the sole discretion of Seller, except as to the condition described in (c)), as of the Closing, of each of the following conditions, any of which may be waived by Seller:

Appears in 1 contract

Samples: Asset Purchase Agreement (Wright Medical Group Inc)

Conditions to Obligations of Seller. The obligations of Seller under to consummate the sale of the Purchased Assets pursuant to this Agreement are subject to the satisfaction (orsatisfaction, if applicable, waiver in the sole discretion of Seller, except as to the condition described in (c)), as of at or before the Closing, of each of the following conditions, any of which may be waived by Sellers:

Appears in 1 contract

Samples: Asset Purchase Agreement (Alliance Semiconductor Corp /De/)

Conditions to Obligations of Seller. The obligations of Seller under this Agreement are subject to the satisfaction (or, if applicable, waiver in the sole discretion of Seller, except as to the condition described in (c)), ) on and as of the ClosingClosing Date, of each of the following conditions:

Appears in 1 contract

Samples: Loan Purchase and Assumption Agreement (EWaste Systems, Inc.)

Conditions to Obligations of Seller. The This Agreement and the obligations of Seller under this Agreement are to perform hereunder shall be subject to the satisfaction (orby Buyer, if applicable, or waiver in the sole discretion of writing by Seller, except as to the condition described in (c)), as of the Closing, of each of the following conditionsconditions at or prior to Closing:

Appears in 1 contract

Samples: Asset Purchase and Assignment Agreement

Conditions to Obligations of Seller. The obligations of Seller to ----------------------------------- execute and deliver the applicable Seller's Closing Documents, and to perform Seller's other obligations at the Closing under this Agreement are and shall be subject to the satisfaction (or, if applicable, waiver in the sole discretion of Seller, except as to the condition described in (c)), as of the Closing, of each of the following conditions:

Appears in 1 contract

Samples: Agreement of Purchase and Sale (Elec Communications Corp)

Conditions to Obligations of Seller. The obligations Each and every obligation of Seller to be performed under this Agreement are shall be subject to the satisfaction (or, if applicable, waiver in the sole discretion of Seller, except as at or prior to the condition described in (c)), as of the Closing, of each Closing of the following conditions:conditions (unless waived in writing by Seller):

Appears in 1 contract

Samples: Stock Purchase and Sale Agreement (Resourcing Solutions Group Inc)

Conditions to Obligations of Seller. The obligations of Seller under this Agreement are subject to the satisfaction (or, if applicable, waiver in the sole discretion of Seller, Seller except as to the condition conditions described in (c))Section 10.1(c) and Section 10.1(d) which cannot be waived, as of on or before the ClosingClosing Date, of each of the following conditions:

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Bar Harbor Bankshares)

Conditions to Obligations of Seller. The obligations of Seller under to perform this Agreement agreement are subject to the satisfaction (or, if applicable, waiver in the sole discretion of Seller, except as to the condition described in (c)), as of the Closing, of each of the following conditions, each of which may be waived by Seller and all shall be in a form reasonably satisfactory to Seller and its attorneys:

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Computer Concepts Corp /De)

Conditions to Obligations of Seller. The Except as may be waived by Seller in writing, the obligations of Seller under to consummate the transactions described in this Agreement are subject to the satisfaction (or, if applicable, waiver in the sole discretion of Seller, except as to the condition described in (c)), as of the Closing, of each of the following conditions:

Appears in 1 contract

Samples: Asset Purchase Agreement (Axtive Corp)

Conditions to Obligations of Seller. The Unless otherwise waived, in whole or in part, in writing by Seller, the obligations of Seller under this Agreement are to consummate the transactions contemplated hereunder, and in the other agreements referred to herein, shall be subject to the satisfaction (or, if applicable, waiver in at the sole discretion of Seller, except as to the condition described in (c)), as of the Closing, Closing of each of the following conditions:

Appears in 1 contract

Samples: Stock Purchase Agreement (Clancy Corp)

Conditions to Obligations of Seller. The obligations of Seller under this Agreement are subject to the satisfaction (or, if applicable, waiver in the sole discretion of Seller, except as on or prior to the condition described in (c)), as of the Closing, of each Closing Date of the following conditions:, any one or more of which may be waived by Seller to the extent permitted by Applicable Law: (a)

Appears in 1 contract

Samples: Version Master Transaction Agreement (Hartford Financial Services Group Inc/De)

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Conditions to Obligations of Seller. The In addition to the conditions specified in Section 6.1, the obligations of Seller under this Agreement to consummate the Transactions are subject to the satisfaction or written waiver (or, if applicable, waiver in the sole discretion of by Seller, except as to the condition described in (c)), as of the Closing, of each ) of the following conditions:

Appears in 1 contract

Samples: Share Exchange Agreement (Lm Funding America, Inc.)

Conditions to Obligations of Seller. The obligations of Seller under this Agreement to sell the Interests and consummate the other transactions contemplated hereby are subject to the satisfaction (orsatisfaction, if applicable, waiver in the sole discretion of Seller, except as to the condition described in (c)), as of on or prior the Closing, of each of the following conditions, unless waived (to the extent such conditions can be waived) by Seller:

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Rentech Nitrogen Partners, L.P.)

Conditions to Obligations of Seller. The obligations of Seller under to ----------------------------------- consummate the transactions contemplated by this Agreement are shall be subject to the satisfaction (or, if applicable, waiver in the sole discretion of Seller, except as to the condition described in (c))satisfaction, as of the Closing, of each of the following conditionsconditions unless waived by Seller:

Appears in 1 contract

Samples: Asset Purchase Agreement (Canaan Energy Corp)

Conditions to Obligations of Seller. The obligations of Seller under this Agreement are subject to the satisfaction (or, if applicable, waiver in the sole discretion of Seller, Seller except as to the condition described in (c)), as of Section 13.1(c) which cannot be waived) on or before the ClosingClosing Date, of each of the following conditions:

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Old National Bancorp /In/)

Conditions to Obligations of Seller. The obligations of Seller under to perform this Agreement are subject to the satisfaction (orsatisfaction, if applicable, waiver in the sole discretion of Seller, except as at or prior to the condition described in (c)), as of the Closing, of each of the following conditions, unless waived by Seller’s Representative:

Appears in 1 contract

Samples: Asset Purchase Agreement (Mine Safety Appliances Co)

Conditions to Obligations of Seller. The obligations of Seller under this Agreement are subject to the satisfaction (or, if applicable, or waiver in the sole discretion of by Seller, except as ) at or prior to the condition described in (c)), as of the Closing, of each Closing of the following conditions:

Appears in 1 contract

Samples: Asset Purchase Agreement (Arcimoto Inc)

Conditions to Obligations of Seller. The obligations of the Seller under this Agreement are to ----------------------------------- consummate the sale of the Assets to be Acquired at Closing shall be subject to the satisfaction (or, if applicable, waiver in the sole discretion of Seller, except as to the condition described in (c)), as of the Closing, of each of the following conditionsconditions precedent, except to the extent waived by Seller in writing:

Appears in 1 contract

Samples: Agreement (Cable Tv Fund 12-a LTD)

Conditions to Obligations of Seller. The obligations of Seller under to perform this Agreement and consummate the Merger and the other transactions contemplated hereby are subject to the satisfaction (or, if applicable, waiver in the sole discretion of Seller, except as to the condition described in (c)), as of the Closing, of each of the following conditions:, unless waived by Seller pursuant to Section 10.5(b):

Appears in 1 contract

Samples: Support Agreement (Amalgamated Financial Corp.)

Conditions to Obligations of Seller. The obligations of Seller under this Agreement to consummate the transactions contemplated hereby are subject to the satisfaction (or, if applicable, waiver in the sole discretion of Seller, except as to the condition described in (c))satisfaction, as of the Closing, of each all of the following conditions, any one or more of which may be waived in writing at the option of Seller:

Appears in 1 contract

Samples: Asset Purchase Agreement

Conditions to Obligations of Seller. The obligations of Seller and the Company under this Agreement are subject to the satisfaction (or, if applicable, waiver in the sole discretion of Seller, except as at or prior to the condition described in (c)), as of the Closing, of each Closing of the following conditions, but compliance with any of such conditions may be waived by them in writing:

Appears in 1 contract

Samples: Acquisition Agreement (Conversion Services International Inc)

Conditions to Obligations of Seller. The obligations of Seller under this Agreement are to consummate the Transactions shall be subject to the satisfaction (or, if applicable, waiver in the sole discretion of Seller, except as to the condition described in (c)), as of the Closing, of each of the following conditions, unless waived by Seller pursuant to Section 10.02:

Appears in 1 contract

Samples: Stock Purchase Agreement (Mercantile Bancorp, Inc.)

Conditions to Obligations of Seller. The obligations of Seller under this Agreement are subject to the satisfaction (or, if applicable, waiver in the sole discretion of Seller, except as at or prior to the condition described in (c)), as of the Closing, of each Closing Date of the following conditions:, any of which may be waived in whole or in part by the Seller in its sole discretion by delivery of a written notice to that effect to the Buyer.

Appears in 1 contract

Samples: Transition Services Agreement (Oxford Automotive Inc)

Conditions to Obligations of Seller. The obligations of Seller under this Agreement to sell the Purchased Shares and to take the other actions required to be taken by Seller at the Closing are subject to the satisfaction (orsatisfaction, if applicable, waiver in the sole discretion of Seller, except as to the condition described in (c)), as of at or prior the Closing, of each of the following conditionsconditions unless waived (to the extent such conditions can be waived) by Seller:

Appears in 1 contract

Samples: Stock Purchase Agreement (Eagle Bulk Shipping Inc.)

Conditions to Obligations of Seller. The obligations of Seller under this Agreement are subject to the satisfaction (or, if applicable, waiver in the sole discretion of Seller, except as at or prior to the condition described in (c)), as of the Closing, of each Closing of the following conditions, but compliance with any such conditions may be waived by Seller:

Appears in 1 contract

Samples: Purchase Agreement (Cnet Inc /De)

Conditions to Obligations of Seller. The obligations of Seller under this Agreement are to sell the Property and consummate the other transactions contemplated hereby shall be subject to the satisfaction (or, if applicable, waiver in the sole discretion of Seller, except as to the condition described in (c)), as of the Closing, of each of the following conditions:conditions on or before the Closing Date, except to the extent that any of such conditions may be waived by Seller in writing at Closing in the Seller’s sole and absolute discretion.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Boston Properties Inc)

Conditions to Obligations of Seller. The obligations of Seller under to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or, if applicable, waiver in the sole discretion of Seller, except as to the condition described in (c)), as of the Closing, of each Closing Date of the following conditions, unless Seller in its sole discretion waives such conditions:

Appears in 1 contract

Samples: Asset Purchase Agreement (American Greetings Corp)

Conditions to Obligations of Seller. The obligations of Seller under to sell the Assets and to consummate the other transactions contemplated by this Agreement are subject to the satisfaction (orat or prior to the Closing Date of the following conditions, if applicable, waiver any or all of which may be waived in writing in the sole absolute discretion of Seller, except as in whole or in part (provided that if any condition shall not have been satisfied due to the action or inaction of Seller or any of its Affiliates, such condition described in (c)), as of the Closing, of each of the following conditions:shall be deemed to have been satisfied or waived by Seller):

Appears in 1 contract

Samples: Asset Purchase Agreement (Tyler Technologies Inc)

Conditions to Obligations of Seller. The obligations of Seller Sellers ----------------------------------- under this Agreement are subject to the satisfaction (or, if applicable, waiver in the sole discretion of Seller, except as to the condition described in (c)), as of the Closing, of each of the following conditionsconditions unless waived in writing by Sellers:

Appears in 1 contract

Samples: Ownership Interest Purchase Agreement (Navigant International Inc)

Conditions to Obligations of Seller. The obligations of Seller under this Agreement are subject to the satisfaction (orsatisfaction, if applicable, waiver in the sole discretion of Seller, except as on or prior to the condition described in (c)), as of the ClosingClosing Date, of each of the following conditions, any one or more of which may be waived by Seller, in whole or in part without prior notice but such waiver to be effective only if made in writing and signed by a duly authorized representative of Seller:

Appears in 1 contract

Samples: Agreement for Purchase (SiVault Systems, Inc.)

Conditions to Obligations of Seller. The obligations of Seller under this Agreement are subject to the satisfaction (or, if applicable, waiver in the sole discretion of Seller, except as at or prior to the condition described in (c)), as of the Closing, of each of the following conditions:

Appears in 1 contract

Samples: Purchase and Sale Agreement (Cotton Valley Resources Corp)

Conditions to Obligations of Seller. The obligations obligation of Seller under to consummate the transactions contemplated by this Agreement are and the other Transaction Documents and to take the other actions required to be taken by Seller at Closing is subject to the satisfaction (orsatisfaction, if applicable, waiver in the sole discretion of Seller, except as to the condition described in (c))at or before Closing, as of the Closingapplicable, of each of the following conditions:conditions (any of which may be waived in writing by Seller in its sole discretion, in whole or in part):

Appears in 1 contract

Samples: Asset Purchase Agreement (Harrow Health, Inc.)

Conditions to Obligations of Seller. The obligations of Seller under to perform this Agreement and consummate the Merger and the other transactions contemplated hereby are subject to the satisfaction (or, if applicable, waiver in the sole discretion of Seller, except as to the condition described in (c)), as of the Closing, of each of the following conditions:, unless waived by Seller pursuant to Section 9.5(b):

Appears in 1 contract

Samples: Agreement and Plan of Merger (Georgia-Carolina Bancshares, Inc)

Conditions to Obligations of Seller. The obligations of Seller under this Agreement are subject to the satisfaction (or, if applicable, waiver in the sole discretion of Seller, except as to the condition described in (cSection 12.1(c)), as of ) on or before the ClosingClosing Date, of each of the following conditions:

Appears in 1 contract

Samples: Purchase and Assumption Agreement (DNB Financial Corp /Pa/)

Conditions to Obligations of Seller. The obligations of Seller under ----------------------------------- to sell, transfer and convey the Assets and complete the related transactions contemplated by this Agreement are subject to the satisfaction or waiver (or, if applicable, waiver in the sole discretion of Seller with respect to the waiver of such conditions) by Seller, except as on or prior to the condition described in (c)), as of the ClosingClosing Date, of each of the following conditions:

Appears in 1 contract

Samples: Asset Purchase Agreement (Price Communications Wireless Inc)

Conditions to Obligations of Seller. The obligations of Seller under this Agreement to sell the Interests and to consummate the transactions contemplated hereby are subject to the satisfaction (orsatisfaction, if applicable, waiver in the sole discretion of Seller, except as on or prior to the condition described in (c)), as of the Closing, of each of the following conditions:, unless waived (to the extent such conditions can be waived) in writing by Seller: (a)

Appears in 1 contract

Samples: Membership Interests Purchase Agreement (Molina Healthcare Inc)

Conditions to Obligations of Seller. 10.1.1 The obligations of Seller under this Agreement are to sell the Property and consummate the other transactions contemplated hereby shall be subject to the satisfaction (or, if applicable, waiver in the sole discretion of Seller, except as to the condition described in (c)), as of the Closing, of each of the following conditions:conditions on or before the Closing Date, except to the extent that any of such conditions may be waived by Seller in writing at or prior to Closing in Seller's sole and absolute discretion.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Dime Community Bancshares Inc)

Conditions to Obligations of Seller. The obligations Obligations of Seller under this Agreement are additionally subject to the satisfaction (or, if applicable, of or written waiver in the sole discretion of Seller, except as to the condition described in (c)), as of the Closing, of each by Seller of the following conditionsconditions on or before the Closing Date, any one of which may be waived by Seller in writing and each of which shall be considered properly performed if no notice to the contrary has been provided to Buyer in writing by the close of any contingency time set forth:

Appears in 1 contract

Samples: Asset Purchase Agreement (Nutrisystem Com Inc)

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