Common use of Conditions to Obligations of the Buyer Clause in Contracts

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:

Appears in 54 contracts

Samples: Asset Purchase Agreement (Andrew Corp), Share Purchase Agreement (Stratus Technologies Bermuda Holdings Ltd.), Asset Purchase Agreement (Applied Micro Circuits Corp)

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Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by under this Agreement shall be are subject to the fulfillment, at or prior to the ClosingClosing Date, of each of the following conditionsconditions precedent, any each of which may be waived in writing by in the Buyer in its sole discretiondiscretion of the Buyer:

Appears in 43 contracts

Samples: Stock Purchase Agreement (American Superconductor Corp /De/), Asset Purchase Agreement (Amtech Systems Inc), Asset Purchase Agreement (Amtech Systems Inc)

Conditions to Obligations of the Buyer. The All obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be are subject to the fulfillment, at fulfillment and satisfaction of each and every of the following conditions on or prior to the Closing, of each of the following conditions, any or all of which may be waived in writing whole or in part by the Buyer in its sole discretionBuyer:

Appears in 12 contracts

Samples: Investment Agreement (Torrent Energy Corp), Investment Agreement (iPOINT USA CORP), Investment Agreement (iPOINT USA CORP)

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be are subject to the fulfillment, satisfaction or waiver (if permitted by applicable Law) at or prior to the Closing, Closing of each of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion:

Appears in 11 contracts

Samples: Membership Interest Purchase Agreement (Community Choice Financial Inc.), Stock Purchase Agreement (Vista Outdoor Inc.), Membership Interest Purchase Agreement (Wireless Telecom Group Inc)

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate effect the transactions contemplated by this Agreement shall be subject to the fulfillment, fulfillment at or prior to the Closing, Closing Date of each of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion:

Appears in 10 contracts

Samples: Asset Purchase Agreement (Earthcare Co), Stock Purchase Agreement (World Fuel Services Corp), Agreement and Plan of Merger (Earthcare Co)

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillmentfulfillment or the Buyer’s waiver, 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:

Appears in 9 contracts

Samples: Securities Purchase Agreement (Townsquare Media, Inc.), Asset Purchase Agreement (Chefs' Warehouse, Inc.), Purchase Agreement (Smith & Wesson Holding Corp)

Conditions to Obligations of the Buyer. The obligations obligation of the Buyer to consummate effect the transactions purchase of the Purchased Assets contemplated by this Agreement shall be subject to the fulfillment, fulfillment at or prior to the Closing, of each Closing Date of the following additional conditions, any of which may be waived in writing by the Buyer in its sole discretion:

Appears in 8 contracts

Samples: Asset Sales Agreement (NRG Energy Inc), Asset Sales Agreement (Orion Power Holdings Inc), Asset Sales Agreement (Somerset Power LLC)

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:

Appears in 6 contracts

Samples: Stock Purchase Agreement (General Components, Inc.), Stock Purchase Agreement (Ugods, Inc.), Stock Purchase Agreement (Ugods, Inc.)

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate carry out the transactions contemplated by this Agreement shall be subject are subject, at the option of the Buyer, to the fulfillmentsatisfaction, at or prior to waiver by the ClosingBuyer, of each of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion:

Appears in 5 contracts

Samples: Stock Purchase Agreement (Interamericas Communications Corp), Stock Purchase Agreement (Interamericas Communications Corp), Stock Purchase Agreement (Neff Corp)

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillmentfulfillment by the Sellers or written waiver by the Buyer, 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:

Appears in 5 contracts

Samples: Asset Purchase Agreement (Coca Cola Co), Asset Purchase Agreement (Coca Cola Co), Asset Purchase Agreement (Coca Cola Co)

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate carry out the transactions contemplated by this Agreement shall be subject are subject, at the option of the Buyer, to the fulfillment, at satisfaction or prior to the Closing, of each waiver of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion:

Appears in 5 contracts

Samples: Membership Interest Purchase Agreement (Xspand Products Lab, Inc.), Employment Agreement (McMahon Brian P), Employment Agreement (FTE Networks, Inc.)

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be are subject to the fulfillment, at or prior to before the ClosingClosing Date, of each of the following conditions, any one or more of which may be waived in writing by the Buyer in its sole discretion:

Appears in 5 contracts

Samples: Purchase Agreement (Enterprise Products Operating L P), Stock Purchase Agreement (Compusa Inc), Purchase Agreement (Williams Companies Inc)

Conditions to Obligations of the Buyer. The All obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be are subject to the fulfillment, at fulfillment and satisfaction of each and every of the following conditions on or prior to the Closing, of each of the following conditions, any or all of which may be waived in writing whole or in part by the Buyer in its sole discretionBuyer:

Appears in 5 contracts

Samples: Investment Agreement (Torrent Energy Corp), Investment Agreement (Transax International LTD), Investment Agreement (Torrent Energy Corp)

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement Transactions 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:

Appears in 5 contracts

Samples: Asset Purchase Agreement (New Media Investment Group Inc.), Asset Purchase Agreement (A. H. Belo Corp), Asset Purchase Agreement (A. H. Belo Corp)

Conditions to Obligations of the Buyer. The obligations obligation of the Buyer to consummate the transactions contemplated by this Agreement shall be is subject to the fulfillment, at or prior to the Closing, of each satisfaction of the following conditionsconditions precedent, any each of which may be waived in writing by in the Buyer in its sole discretiondiscretion of the Buyer:

Appears in 4 contracts

Samples: Stock Purchase Agreement (Lydall Inc /De/), Stock Purchase Agreement (Progress Software Corp /Ma), Equity Purchase Agreement (TechTarget Inc)

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be are, at its option, in its sole discretion, subject to the fulfillment, at or prior to the Closing, satisfaction of each of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion:

Appears in 4 contracts

Samples: Asset Purchase Agreement (Greenhold Group Inc), Asset Purchase Agreement (Forefront Holdings, Inc.), Asset Purchase Agreement (Forefront Holdings, Inc.)

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by perform this Agreement shall be is subject to the fulfillment, at or prior to the Closing, of each satisfaction of the following conditions, any of which may conditions unless waived (to the extent such conditions can be waived in writing waived) by the Buyer in its sole discretionat the Closing:

Appears in 4 contracts

Samples: Asset Purchase Agreement (GBT Technologies Inc.), Asset Purchase Agreement (Trend Innovations Holding Inc.), Asset Purchase Agreement (Investview, Inc.)

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement to occur at the Initial Closing shall be subject to the fulfillmentfulfillment by the Sellers or written waiver by the Buyer, at or prior to the Initial Closing, of each of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion:

Appears in 4 contracts

Samples: Asset Purchase Agreement (Coca Cola Bottling Co Consolidated /De/), Asset Purchase Agreement (Coca Cola Bottling Co Consolidated /De/), Asset Purchase Agreement (Coca Cola Bottling Co Consolidated /De/)

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by under this Agreement shall be are subject to the fulfillment, at or prior to the Closing, of each of the following conditionsconditions precedent, any each of which may be waived in writing by in the Buyer in its sole discretiondiscretion of the Buyer:

Appears in 4 contracts

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

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement to occur at the Final Closing shall be subject to the fulfillmentfulfillment by the Sellers or written waiver by the Buyer, at or prior to the Final Closing, of each of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion:

Appears in 4 contracts

Samples: Asset Purchase Agreement (Coca Cola Bottling Co Consolidated /De/), Asset Purchase Agreement (Coca Cola Bottling Co Consolidated /De/), Asset Purchase Agreement (Coca Cola Bottling Co Consolidated /De/)

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate carry out the transactions contemplated by this Agreement shall be subject are subject, at the option of Buyer, to the fulfillment, at satisfaction (or prior to the Closingextent permitted by Legal Requirements, of each waiver by the Buyer, which waiver may be inferred by the Buyer agreeing to effect the Closing if certain conditions below are not met) of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion:

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 the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement to occur at the Closing shall be subject to the fulfillmentfulfillment by the Sellers or written waiver by the Buyer, 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:

Appears in 3 contracts

Samples: Asset Purchase Agreement (Coca Cola Bottling Co Consolidated /De/), Asset Purchase Agreement (Coca Cola Bottling Co Consolidated /De/), Asset Purchase Agreement (Coca Cola Bottling Co Consolidated /De/)

Conditions to Obligations of the Buyer. The obligations obligation of the Buyer to consummate effect the transactions purchase of the Assets contemplated by this Agreement shall be subject to the fulfillment, fulfillment at or prior to the Closing, of each Closing Date of the following additional conditions, any of which may be waived in writing by the Buyer in its sole discretion:

Appears in 3 contracts

Samples: Asset Sale Agreement (Canal Electric Co), Asset Sale Agreement (Commonwealth Energy System), Asset Sale Agreement (Cambridge Electric Light Co)

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 their sole discretion:

Appears in 3 contracts

Samples: Asset Purchase Agreement (Pernix Therapeutics Holdings, Inc.), Asset Purchase Agreement (Pernix Therapeutics Holdings, Inc.), Share Purchase Agreement (NorthStar Real Estate Income II, Inc.)

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be and the Transaction Documents are subject to the fulfillmentsatisfaction or, to the extent permitted by applicable Law, waiver of the following conditions 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 discretionClosing Date:

Appears in 3 contracts

Samples: Guaranty Agreement (Green Plains Inc.), Asset Purchase Agreement (Green Plains Inc.), Guaranty Agreement (Green Plains Inc.)

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be the Transaction Documents are subject to the fulfillment, at or prior to before the ClosingClosing Date, of each of the following conditions, any one or more of which may be waived in writing by the Buyer in its sole discretion:

Appears in 3 contracts

Samples: Asset Purchase Agreement (Synergy CHC Corp.), Asset Purchase Agreement (Synergy Strips Corp.), Asset Purchase Agreement (Alltrista Corp)

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, or the Buyer’s waiver, 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:

Appears in 3 contracts

Samples: Stock Purchase Agreement (Urban-Gro, Inc.), Stock Purchase Agreement (Urban-Gro, Inc.), Acquisition Agreement and Plan of Merger (Urban-Gro, Inc.)

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be are subject to the fulfillment, at or fulfillment prior to or at the Closing, of each Closing of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion:

Appears in 3 contracts

Samples: Membership Interest Purchase Agreement (Haights Cross Communications Inc), Stock Purchase Agreement (Kaynar Technologies Inc), Asset Purchase Agreement (International Microcomputer Software Inc /Ca/)

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by under this Agreement shall be are subject to the fulfillment, at on or prior to before the ClosingClosing Date, of each of the following conditionsconditions precedent, any each of which may be waived in writing by in the Buyer in its sole discretiondiscretion of the Buyer:

Appears in 3 contracts

Samples: Asset Purchase Agreement (Ciphergen Biosystems Inc), V Asset Purchase Agreement (Ciphergen Biosystems Inc), Asset Purchase Agreement (Ciphergen Biosystems Inc)

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 Funding Date, of each of the following conditions (other than the conditions set forth in Section 6.3(r)), or at or prior to the Closing, of the conditions set forth in Section 6.3(r), or at or prior to the Future Closing Date, of each of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion:

Appears in 3 contracts

Samples: Share Purchase and Shareholders’ Rights Agreement (K Swiss Inc), Share Purchase and Shareholders’ Rights Agreement (K Swiss Inc), Share Purchase and Shareholders’ Rights Agreement (K Swiss Inc)

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be the Transaction Documents are subject to the fulfillment, at or prior to before the ClosingClosing Date, of each of the following conditions, any one or more of which may be waived in writing by the Buyer in its sole discretion:

Appears in 3 contracts

Samples: Asset Purchase Agreement (Information Holdings Inc), Asset Purchase Agreement (Information Holdings Inc), Asset Purchase Agreement (Sirco International Corp)

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by under this Agreement shall be are subject to the fulfillment, satisfaction at or prior to the Closing, of each Closing of the following conditions, but compliance with any of which such conditions may be waived in writing by the Buyer in its sole discretionwriting:

Appears in 3 contracts

Samples: Securities Purchase Agreement (Kirby Corp), Stock Purchase Agreement (Kirby Corp), Securities Purchase Agreement (Michael Foods Inc /Mn)

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, all or any of which may be waived waived, in writing whole or in part, by the Buyer in its sole discretionBuyer:

Appears in 3 contracts

Samples: Asset Purchase Agreement (Paradyne Networks Inc), Asset Purchase Agreement (Paradyne Networks Inc), Asset Purchase Agreement (P Com Inc)

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillmentsatisfaction or waiver by the Buyer, 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:

Appears in 3 contracts

Samples: Stock Purchase Agreement (Meditrust Corp), Stock Purchase Agreement (Club Corp International), Stock Purchase Agreement (Club Corp International)

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement Transaction 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:

Appears in 2 contracts

Samples: Asset Purchase Agreement (MOVING iMAGE TECHNOLOGIES INC.), Stock Purchase Agreement (Tattooed Chef, Inc.)

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement to occur at each Interim Closing shall be subject to the fulfillmentfulfillment by the Sellers or written waiver by the Buyer, at or prior to the applicable Interim Closing, of each of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Coca Cola Bottling Co Consolidated /De/), Asset Purchase Agreement (Coca Cola Bottling Co Consolidated /De/)

Conditions to Obligations of the Buyer. The All obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be are subject to the fulfillment, at fulfillment and satisfaction of each and every of the following conditions on or prior to the Closing, of each of the following conditions, any or all of which may be waived in writing whole or in part by the Buyer in its sole discretionBuyers:

Appears in 2 contracts

Samples: Investment Agreement (Medical Staffing Solutions Inc), Investment Agreement (Medical Staffing Solutions Inc)

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillmentfulfillment or waiver, 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:

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Avalon GloboCare Corp.), Membership Interest Purchase Agreement (Avalon GloboCare Corp.)

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement to be consummated at the Closing shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may be conditions unless waived in writing by the Buyer in its sole discretionBuyer:

Appears in 2 contracts

Samples: Stock Purchase and Sale Agreement (American Technologies Group Inc), Stock Purchase and Sale Agreement (American Technologies Group Inc)

Conditions to Obligations of the Buyer. The obligations obligation of the Buyer to consummate effect the transactions sale of the Purchased Assets contemplated by this Agreement shall be subject to the fulfillment, fulfillment at or prior to the Closing, of each Closing Date of the following additional conditions, any of which may be waived in writing by the Buyer in its sole discretion:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Somerset Power LLC), Asset Purchase Agreement (Baycorp Holdings LTD)

Conditions to Obligations of the Buyer. The obligations obligation of the Buyer to consummate the transactions contemplated by this Agreement shall Transaction will be subject to the fulfillment, at fulfillment (or waiver by the Buyer) on or prior to the Closing, of each Closing Date of the following additional conditions, any of which may be waived in writing by the Buyer in its sole discretion:

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Circle Star Energy Corp.), Membership Interest Purchase Agreement (Digital Valleys Corp)

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 fulfillment or waiver on or prior to the Closing, Closing Date of each of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion:

Appears in 2 contracts

Samples: Equity Purchase Agreement (Xo Communications Inc), Equity Purchase Agreement (Icahn Carl C Et Al)

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be at Closing are subject to the fulfillment, at or prior to the Closing, fulfillment of each of the following conditions, any or all of which may be waived in writing whole or in part by Buyer to the Buyer in its sole discretionextent permitted by applicable law:

Appears in 2 contracts

Samples: Stock Purchase Agreement (Dames & Moore Inc /De/), Stock Purchase Agreement (Rwe Aktiengesellschaft /Adr/)

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillmentfulfillment or written waiver, 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:

Appears in 2 contracts

Samples: Stock Purchase Agreement (Ducommun Inc /De/), Equity Purchase Agreement (Guardion Health Sciences, Inc.)

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 as of the Closing, of each of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion:

Appears in 2 contracts

Samples: Interest Purchase Agreement (Avnet Inc), Interest Purchase Agreement (Tech Data Corp)

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated provided for by this Agreement shall be subject are subject, at the discretion of the Buyer, to the fulfillment, satisfaction at or prior to the Closing, Closing of each of the following conditions, any of which may be unless waived in writing by the Buyer in its sole discretionwriting:

Appears in 2 contracts

Samples: Asset Purchase Agreement (DJSP Enterprises, Inc.), Asset Purchase Agreement (Homeland Security Capital CORP)

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement hereby 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:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Atlantic Broadband Finance, LLC), Asset Purchase Agreement (Charter Communications Inc /Mo/)

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate -------------------------------------- effect the transactions contemplated by this Agreement shall be subject to the fulfillment, fulfillment at or prior to the Closing, Closing Date of each of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion:

Appears in 2 contracts

Samples: Stock Purchase Agreement (Earthcare Co), Stock Purchase Agreement (Earthcare Co)

Conditions to Obligations of the Buyer. The obligations obligation of the Buyer to effect the purchase of the Purchased Assets and the assumption of the Assumed Liabilities and to consummate the other transactions contemplated by this Agreement shall be subject to the fulfillment, fulfillment at or prior to the Closing, of each Closing of the following additional conditions, any of which may be waived in writing by the Buyer in its sole discretion:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Ascena Retail Group, Inc.), Asset Purchase Agreement (Eddie Bauer Holdings, Inc.)

Conditions to Obligations of the Buyer. The All obligations of the Buyer Buyers to consummate the transactions contemplated by this Agreement shall be are subject to the fulfillment, at fulfillment and satisfaction of each and every of the following conditions on or prior to the Closing, of each of the following conditions, any or all of which may be waived in writing whole or in part by the Buyer in its sole discretionBuyers:

Appears in 2 contracts

Samples: Purchase Agreement (Advanced Communications Technologies Inc), Purchase Agreement (Act-De LLC)

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall will be subject to the fulfillment, fulfillment at or prior to the Closing, Closing of each of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Agco Corp /De), Asset Purchase Agreement (Arris Group Inc)

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall will be subject to the fulfillmentfulfillment to the satisfaction of the Buyer (or waiver by the Buyer in writing), 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:

Appears in 2 contracts

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

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillmentfulfillment or waiver, 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:

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Nationwide Health Properties Inc), Purchase Agreement (Clarcor Inc.)

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by under this Agreement shall be are subject to the fulfillment, at or prior to the Closingdate hereof, of each of the following conditionsconditions precedent, any each of which may be waived in writing by in the Buyer in its sole discretiondiscretion of the Buyer:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Alphanet Solutions Inc), Asset Purchase Agreement (Unidigital Inc)

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be are subject to the fulfillment, satisfaction or waiver (if permitted by applicable law) at or prior to the Closing, Closing of each of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion:

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement, Share Purchase Agreement

Conditions to Obligations of the Buyer. The obligations obligation of the Buyer to consummate effect the transactions contemplated by this Agreement shall be subject to the fulfillment, fulfillment (or written waiver by the Buyer) at or prior to the Closing, of each Closing of the following additional conditions, any of which may be waived in writing by the Buyer in its sole discretion:

Appears in 2 contracts

Samples: Stock Purchase Agreement (Algonquin Power & Utilities Corp.), Stock Purchase Agreement (Algonquin Power & Utilities Corp.)

Conditions to Obligations of the Buyer. The obligations obligation of the Buyer to consummate effect the Acquisition and the other transactions contemplated hereby and by this Agreement the Ancillary Agreements shall be subject to the fulfillmentsatisfaction, 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:

Appears in 2 contracts

Samples: Securities Purchase Agreement (Neustar Inc), Stock Purchase Agreement (Forterra, Inc.)

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillmentfulfillment or waiver by the Buyer, 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:

Appears in 1 contract

Samples: Master Transaction Agreement (Equitable Holdings, Inc.)

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement Transactions shall be subject to the fulfillmentfulfilment, 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:

Appears in 1 contract

Samples: Purchase Agreement (Cornerstone OnDemand Inc)

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by under this Agreement shall be are subject to the fulfillment, at or prior to the Closing, of each fulfillment of the following conditionsconditions precedent, any each of which may be waived in writing by in the Buyer in its sole discretiondiscretion of the Buyer:

Appears in 1 contract

Samples: Asset Purchase Agreement (Bottomline Technologies Inc /De/)

Conditions to Obligations of the Buyer. The obligations of the Buyer under this Agreement to consummate the transactions contemplated by this Agreement shall be Closing are subject to the fulfillment, at or prior to the Closing, of each of the following conditionsconditions precedent, any each of which may be waived in writing by in the Buyer in its sole discretiondiscretion of the Buyer:

Appears in 1 contract

Samples: Purchase Agreement (Penwest Pharmaceuticals Co)

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Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement provided herein shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may be conditions unless waived in writing by the Buyer in its sole discretion:Buyer.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Team Inc)

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, fulfillment at or prior to the Closing, of each Closing of the following conditions, conditions (any one or more of which may be waived in writing whole or in part by the Buyer in its sole discretion:Buyer):

Appears in 1 contract

Samples: Patent Purchase and Transfer Agreement (Neogenix Oncology Inc)

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be are subject to the fulfillment, at or prior to before the Closing, of each of the following conditionsconditions precedent, any each of which may be waived in writing by in the Buyer in its sole discretiondiscretion of the Buyer:

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Global Services Partners Acquisition Corp.)

Conditions to Obligations of the Buyer. The obligations Notwithstanding any other provision of this Agreement, the obligation of the Buyer to consummate the transactions contemplated by this Agreement shall be is subject to the fulfillmentsatisfaction, at or prior to the ClosingBuyer's waiver in writing, on or before the Closing Date of each of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion:

Appears in 1 contract

Samples: Purchase Agreement (Barnes & Noble Inc)

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate this Agreement and the transactions contemplated by this Agreement shall be hereby are subject to the fulfillment, at or prior to or at the Closing, of each of the following conditions, any of which may be waived in writing by the Buyer in its sole discretionconditions precedent:

Appears in 1 contract

Samples: Asset Purchase Agreement (Marchex Inc)

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by under -------------------------------------- this Agreement shall be are subject to the fulfillment, at or prior to the ClosingClosing Date, of each of the following conditionsconditions precedent, any each of which may be waived in writing by in the Buyer in its sole discretiondiscretion of the Buyer:

Appears in 1 contract

Samples: Asset Purchase Agreement (V I Technologies Inc)

Conditions to Obligations of the Buyer. The obligations -------------------------------------- of the Buyer to consummate the transactions contemplated by this Agreement Transactions 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:

Appears in 1 contract

Samples: Asset Purchase Agreement (Solutia Inc)

Conditions to Obligations of the Buyer. The obligations obligation of the Buyer to consummate effect the transactions contemplated by this Agreement shall be subject to the fulfillment, fulfillment or waiver by the Buyer at or prior to the Closing, of each Closing Date of the following additional conditions, any of which may be waived in writing by the Buyer in its sole discretion:

Appears in 1 contract

Samples: Membership Interest and Stock Purchase Agreement (Transcanada Corp)

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall will 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:

Appears in 1 contract

Samples: Stock Purchase Agreement (Rexford Industrial Realty, Inc.)

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillmentfulfillment (or waiver in writing by the Buyer), 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:

Appears in 1 contract

Samples: Investment Agreement (Jackson Financial Inc.)

Conditions to Obligations of the Buyer. The obligations of the ---------------------------------------- Buyer to consummate the transactions contemplated by this Agreement shall will be subject to the fulfillmentfulfillment to the satisfaction of the Buyer (or waiver by the Buyer in writing), 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:

Appears in 1 contract

Samples: Asset Purchase Agreement (Crescent Communications Inc)

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by under this Agreement shall be are subject to the fulfillment, at or fulfillment prior to the Closing, Closing of each of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion:.

Appears in 1 contract

Samples: Stock Purchase Agreement (Reeds Jewelers Inc)

Conditions to Obligations of the Buyer. The obligations obligation of the Buyer to consummate the transactions contemplated by this Agreement hereby shall be subject to the fulfillment, at fulfillment on or prior to the Closing, of each Closing Date of the following conditions, any or all of which may be waived in writing by the Buyer Buyer, in its sole discretionwhole or in part, to the extent permitted by applicable Law:

Appears in 1 contract

Samples: Stock Purchase Agreement (Riddell Sports Inc)

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by under this Agreement shall be are subject to the fulfillment, at or prior to the ClosingClosing Date, of each of the following conditionsconditions precedent, any each of which may be waived in writing by writing, in the Buyer in its sole discretiondiscretion of the Buyer:

Appears in 1 contract

Samples: Asset Purchase Agreement (Nucycle Therapy Inc)

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate purchase the transactions contemplated by Shares under this Agreement shall be are subject to the fulfillment, at or prior to the ClosingClosing Date, of each of the following conditionsconditions precedent; provided, any however, that each of which such conditions may be waived in writing by in the Buyer in its sole discretion:discretion of the Buyer.

Appears in 1 contract

Samples: Stock Purchase Agreement (Advanced Energy Industries Inc)

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement hereby shall be subject to the fulfillmentfulfillment (or waiver by the Buyer), at on or prior to the ClosingClosing Date, of each of the following additional conditions, any of which may be waived in writing by the Buyer in its sole discretion:. 5.2.1

Appears in 1 contract

Samples: Stock Purchase Agreement (Helix Technology Corp)

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by under this Agreement shall be are subject to the fulfillment, at or prior to the ClosingClosing Date (except as otherwise indicated), of each of the following conditionsconditions precedent, any each of which may be waived in writing by in the Buyer in its sole discretiondiscretion of the Buyer:

Appears in 1 contract

Samples: Asset Purchase Agreement (Intermet Corp)

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillmentfulfillment or waiver, 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:

Appears in 1 contract

Samples: Membership Purchase Agreement (PHC Inc /Ma/)

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 except as the Buyer may waive the same in its sole discretion:writing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Proassurance Corp)

Conditions to Obligations of the Buyer. The obligations of the -------------------------------------- Buyer to consummate the transactions contemplated by under this Agreement shall be are subject to the fulfillment, at or prior to the ClosingClosing Date, of each of the following conditionsconditions precedent, any each of which may be waived in writing by in the Buyer in its sole discretiondiscretion of the Buyer:

Appears in 1 contract

Samples: Stock Purchase Agreement (Open Market Inc)

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement Transactions shall be subject to the fulfillmentfulfilment, 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:: (a)

Appears in 1 contract

Samples: Execution Version Stock Purchase Agreement (Progress Software Corp /Ma)

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:: 68

Appears in 1 contract

Samples: Version Asset Purchase Agreement (BOVIE MEDICAL Corp)

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillmentsatisfaction or written waiver by the Buyer, 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:

Appears in 1 contract

Samples: Share Purchase Agreement (Cango Inc.)

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by under this Agreement shall be are subject to the fulfillment, at or prior to the Closingeach Closing Date, of each of the following conditionsconditions precedent, any each of which may be waived in writing by in the Buyer in its sole discretiondiscretion of the Buyer:

Appears in 1 contract

Samples: Asset Purchase Agreement (West Coast Entertainment Corp)

Conditions to Obligations of the Buyer. The obligations obligation of the Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or the waiver by the Buyer, on or prior to the ClosingClosing Date, of each of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion:

Appears in 1 contract

Samples: Stock Purchase Agreement (Itochu Corp)

Conditions to Obligations of the Buyer. The obligations of the Buyer Buyers 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 Buyers in its their sole discretion:

Appears in 1 contract

Samples: Asset Purchase Agreement (Standard Register Co)

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by under this Agreement shall be are subject to the fulfillment, at or prior to the ClosingClosing Date, of each of the following conditionsconditions precedent, any each of which may be waived in writing by in the Buyer in its sole discretion:discretion of the Buyer: 7.1

Appears in 1 contract

Samples: Asset Purchase Agreement (Biosepra Inc)

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate purchase the transactions contemplated by Shares under this Agreement shall be are subject to the fulfillment, at or prior to the ClosingClosing Date, of each of the following conditionsconditions precedent; provided, any however, that each of which such conditions may be waived in writing by in the Buyer in its sole discretiondiscretion of the Buyer:

Appears in 1 contract

Samples: Stock Purchase Agreement (Advanced Energy Industries Inc)

Conditions to Obligations of the Buyer. The obligations obligation of the Buyer to consummate the transactions contemplated by this Agreement shall be is subject to the fulfillmentsatisfaction, at or prior to the or at Closing, of each of the following conditions, any of which may be unless waived in writing by the Buyer in its sole discretionBuyer:

Appears in 1 contract

Samples: Asset Purchase Agreement (Alloy Inc)

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by under this Agreement shall be are subject to the fulfillment, at or prior to or at the ClosingClosing Date, of each of the following conditions, any each of which may be waived in writing by in the Buyer in its sole discretiondiscretion of the Buyer:

Appears in 1 contract

Samples: Stock Purchase Agreement (Open Market Inc)

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillmentfulfillment by the Seller and the Company, as applicable, or written waiver by the Buyer, 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:

Appears in 1 contract

Samples: Stock Purchase Agreement (Coca Cola Co)

Conditions to Obligations of the Buyer. The obligations of the Buyer and Parent to consummate the transactions contemplated by this Agreement shall be subject are subject, at the discretion of the Buyer and Parent, to the fulfillment, satisfaction at or prior to the Closing, Closing of each of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion:.

Appears in 1 contract

Samples: Asset Purchase Agreement (Williams Controls Inc)

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by under this Agreement shall be are subject to the fulfillment, at or prior to the ClosingClosing Date, of each of the following conditionsconditions precedent, any each of which may be waived in writing by at the Buyer in its sole discretiondiscretion of the Buyer:

Appears in 1 contract

Samples: Asset Purchase Agreement (Town Sports International Holdings Inc)

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by under this Agreement shall be are subject to the fulfillment, at or prior to the ClosingClosing Date, of each of the following conditionsconditions precedent, any each of which may be waived in writing by the Buyer in its sole discretiondiscretion of the Buyer:

Appears in 1 contract

Samples: Services Agreement (Lydall Inc /De/)

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by under this Agreement shall be are subject to the fulfillment, at or prior to before the Closing, of each of the following conditionsconditions precedent, any each of which may be waived in writing by in the Buyer in its sole discretiondiscretion of the Buyer:

Appears in 1 contract

Samples: Asset Purchase Agreement (American Defense Systems Inc)

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by under this Agreement shall be are subject to the fulfillment, at the Closing Date (or prior to the Closingsuch other time as may be provided for in this Agreement), of each of the following conditionsconditions precedent, any each of which may be waived in writing by in the Buyer in its sole discretiondiscretion of the Buyer:

Appears in 1 contract

Samples: Purchase Agreement (Ski Lifts Inc)

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillmentfulfillment or the waiver by the Buyer, 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:

Appears in 1 contract

Samples: Stock Purchase Agreement (Shanghai Century Acquisition Corp)

Conditions to Obligations of the Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillmentfulfillment or waiver by the Buyer in its sole discretion, 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:

Appears in 1 contract

Samples: Share Purchase Agreement (Synchronoss Technologies Inc)

Conditions to Obligations of the Buyer. The obligations obligation of the Buyer to consummate the transactions contemplated by this Agreement shall be is expressly subject to the fulfillment, at fulfillment or express written waiver of the following conditions on 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 discretionClosing Date:

Appears in 1 contract

Samples: Stock Purchase Agreement (Amedisys Inc)

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