Common use of General Conditions Clause in Contracts

General Conditions. The respective obligations of the Buyer and the Seller 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, to the extent permitted by applicable Law, be waived in writing by either party in its sole discretion (provided, that such waiver shall only be effective as to the obligations of such party):

Appears in 9 contracts

Samples: Asset Purchase Agreement (Evolving Systems Inc), Asset Purchase Agreement (Atara Biotherapeutics, Inc.), Asset Purchase Agreement (Phoenix Technologies LTD)

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General Conditions. The respective obligations of the Buyer and the Seller 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, to the extent permitted by applicable Law, be waived in writing by either any party in its sole discretion (provided, that such waiver shall only be effective as to the obligations of such party):

Appears in 6 contracts

Samples: Membership Interest Purchase Agreement (Clearway Energy, Inc.), Asset Purchase Agreement (Hologic Inc), Asset Purchase Agreement (Grifols SA)

General Conditions. The respective obligations of the Buyer and the Seller 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, to the extent permitted by applicable Law, be waived in writing by either party in its sole discretion (provided, provided that such waiver shall only be effective as to the obligations of such party):

Appears in 4 contracts

Samples: Asset Purchase Agreement (Flowserve Corp), Asset Purchase Agreement (Ingevity Corp), Asset Purchase Agreement (Albany International Corp /De/)

General Conditions. The respective obligations of the Buyer and the Seller Sellers 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, to the extent permitted by applicable Law, be waived in writing by either party in its sole discretion (provided, that such waiver shall only be effective as to the obligations of such party):

Appears in 4 contracts

Samples: Securities Purchase Agreement (P10, Inc.), Securities Purchase Agreement (P10, Inc.), Securities Purchase Agreement (P10, Inc.)

General Conditions. The respective obligations of the Buyer Parties and the Seller Parties 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, to the extent permitted by applicable Law, be waived in writing by either party in its sole discretion (provided, that such waiver shall only be effective as to the obligations of such party):

Appears in 3 contracts

Samples: Asset Purchase Agreement (Silicon Laboratories Inc.), Asset Purchase Agreement (Marvell Technology Group LTD), Asset Purchase Agreement (Skyworks Solutions, Inc.)

General Conditions. The respective obligations of the Buyer Purchaser and the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Purchase Closing, of each of the following conditions, any of which may, to the extent permitted by applicable Law, be waived in writing by either party all Parties in its their sole discretion (provided, that such waiver shall only be effective as to the obligations of such party):discretion:

Appears in 3 contracts

Samples: Stock Purchase Agreement (Knoll Inc), Stock Purchase Agreement (Global Furniture Holdings S.a r.l), Stock Purchase Agreement (Herman Miller Inc)

General Conditions. The respective obligations of the Buyer Buyer, the Seller and the Seller Company 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, to the extent permitted by applicable Law, be waived in writing by either any party in its sole discretion (provided, provided that such waiver shall only be effective as to the obligations of such party):

Appears in 3 contracts

Samples: Stock Purchase Agreement (Americredit Corp), Membership Interest Purchase Agreement (Hawkeye Holdings, Inc.), Membership Interest Purchase Agreement (Hawkeye Holdings, Inc.)

General Conditions. The respective obligations of the Buyer Buyer, the Seller and the Seller Company 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, to the extent permitted by applicable Law, be waived in writing by either any party in its sole discretion (provided, that such waiver shall only be effective as to the obligations of such party):

Appears in 3 contracts

Samples: Purchase Agreement (Energy & Power Solutions, Inc.), Purchase Agreement (Energy & Power Solutions, Inc.), Share Purchase Agreement (Stratus Technologies Bermuda Holdings Ltd.)

General Conditions. The respective obligations of the Buyer Company and the Seller Purchasers to consummate the transactions contemplated by this Agreement 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, to the extent permitted by applicable Lawlaw, be waived in writing by either party all Parties (with respect to themselves) in its their sole discretion (provided, that such waiver shall only be effective as to the obligations of such party):discretion:

Appears in 2 contracts

Samples: Purchase Agreement (BioPharmX Corp), Purchase Agreement (BioPharmX Corp)

General Conditions. The respective obligations of the Buyer Buyer, the Acquisition Sub, the Seller and the Seller Company 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, to the extent permitted by applicable Law, be waived in writing by either any party in its sole discretion (provided, provided that such waiver shall only be effective as to the obligations of such party):

Appears in 2 contracts

Samples: Stock Purchase Agreement (HAPC, Inc.), Stock Purchase Agreement (I Flow Corp /De/)

General Conditions. The respective obligations of the Buyer Companies and the Seller Sellers 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, to the extent permitted by applicable Law, be waived in writing by either party any Party in its sole discretion (provided, that such waiver shall only be effective as to the obligations of such partythe waiving Party):

Appears in 2 contracts

Samples: Purchase Agreement (Fortress Investment Group LLC), Purchase Agreement (Fortress Investment Group LLC)

General Conditions. The respective obligations of the Buyer and the Seller 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, to the extent permitted by applicable Law, be waived in writing by either party in its sole discretion (provided, provided that such waiver shall only be effective as to the obligations of such party):

Appears in 2 contracts

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

General Conditions. The respective obligations of the Buyer and the Seller 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, to the extent permitted by applicable Law, be waived in writing by either party in its sole discretion (provided, that such waiver shall only be effective as to the obligations of such party):

Appears in 2 contracts

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

General Conditions. The respective obligations of the Buyer Buyers, the Sellers and the Seller Company 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, to the extent permitted by applicable Law, be waived in writing by either any party in its sole and absolute discretion (provided, that such waiver shall only be effective as to the obligations of such party):

Appears in 2 contracts

Samples: Stock Purchase Agreement (EchoStar CORP), Stock Purchase Agreement (Satelites Mexicanos Sa De Cv)

General Conditions. The respective obligations of the Buyer and the Seller Sellers 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, to the extent permitted by applicable Law, be waived in writing by either party any Party in its sole discretion (provided, that such waiver shall only be effective as to the obligations of such partyParty):

Appears in 2 contracts

Samples: Asset Purchase Agreement (Pernix Therapeutics Holdings, Inc.), Asset Purchase Agreement (Pernix Therapeutics Holdings, Inc.)

General Conditions. The respective obligations of the Buyer and the Seller 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, to the extent permitted by applicable Law, be waived in writing by either party in its sole discretion (provided, that such waiver shall only be effective as to the obligations of such party):

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (ASGN Inc), Stock and Asset Purchase Agreement (Eaton Corp PLC)

General Conditions. The respective obligations of the Buyer and the Seller 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, to the extent permitted by applicable Law, be waived in writing by either party any Party in its sole discretion (provided, that such waiver shall only be effective as to the obligations of such partyParty):

Appears in 2 contracts

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

General Conditions. The respective obligations of the Buyer and the Seller Sellers 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 maymay be waived in writing by either party at its sole discretion, to the extent permitted by applicable LawLaw (however, be waived in writing by either party in its sole discretion (provided, that such waiver shall only be effective only as to the obligations of such party):

Appears in 2 contracts

Samples: Share Purchase Agreement (Hainan Oriental Jiechuang Investment Partnership (Limited Partnership)), Share Purchase Agreement (Aesthetic Medical International Holdings Group LTD)

General Conditions. The respective obligations of the Buyer and the Seller 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, to the extent permitted by applicable Law, be waived in writing by either party Party in its sole discretion (provided, that such waiver shall only be effective as to the obligations of such partyParty):

Appears in 2 contracts

Samples: Asset Purchase Agreement (Andrew Corp), Asset Purchase Agreement (Ems Technologies Inc)

General Conditions. The respective obligations of the Buyer and the Seller Talisker 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, to the extent permitted by applicable Law, be waived in writing by either party in its sole discretion (provided, that such waiver shall only be effective as to the obligations of such party):

Appears in 1 contract

Samples: Transaction Agreement (Vail Resorts Inc)

General Conditions. The respective obligations of the Buyer Companies and the Seller Sellers 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, to the extent permitted by applicable Law, be waived in writing by either party any Party in its sole discretion (provided, that such waiver shall only be effective as to the obligations of such party):the waiving Party): (a)

Appears in 1 contract

Samples: Version Purchase Agreement Purchase Agreement

General Conditions. The respective obligations of Parent, the Buyer and the Seller 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 (other than clause (c)) may, to the extent permitted by applicable Law, be waived in writing by either party Parent or the Buyer, on the one hand, or the Seller, on the other hand, in its sole discretion (provided, that such waiver shall only be effective as to the obligations of such partyother Party):

Appears in 1 contract

Samples: Asset Purchase Agreement (Arbor Realty Trust Inc)

General Conditions. The respective obligations of the Buyer Buyer, on the one hand, and the Seller Sellers, on the other hand, 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, to the extent permitted by applicable Law, be waived in writing by either a party hereto in its sole discretion (provided, that such waiver shall only be effective as to the obligations of such party):

Appears in 1 contract

Samples: Securities Purchase Agreement (Zix Corp)

General Conditions. The respective obligations of the Buyer and the Seller 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, to the extent permitted by applicable Applicable Law, be waived in writing by either party in its sole discretion (provided, that such waiver shall only be effective as to the obligations of such party):

Appears in 1 contract

Samples: Asset Purchase Agreement (Ancestry.com Inc.)

General Conditions. The respective obligations of the Buyer Purchaser and the Seller 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, to the extent permitted by applicable Law, be waived in writing by either party Party in its sole discretion (provided, provided that such waiver shall only be effective as to the obligations of such partyParty):

Appears in 1 contract

Samples: Asset Purchase Agreement (Glenayre Technologies Inc)

General Conditions. The respective obligations of the Buyer and the Seller and the Affiliated Sellers 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, to the extent permitted by applicable Law, be waived in writing by either party in its sole discretion (provided, that such waiver shall only be effective as to the obligations of such party):

Appears in 1 contract

Samples: Asset Purchase Agreement (A. H. Belo Corp)

General Conditions. The respective obligations of the Buyer Buyer, Seller and the Seller Company 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, to the extent permitted by applicable Law, be waived in writing by either any party in its sole discretion (provided, that such waiver shall only be effective as to the obligations of such party):

Appears in 1 contract

Samples: Agreement and Plan of Merger (TopBuild Corp)

General Conditions. The respective obligations of the Buyer and the Seller Parent 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, to the extent permitted by applicable Law, be waived in writing by either party the Buyer or the Seller Parent in its such party’s sole discretion (provided, that such waiver shall only be effective as to the obligations of such party):

Appears in 1 contract

Samples: Asset Purchase Agreement (Hormel Foods Corp /De/)

General Conditions. The respective obligations of the Buyer and the Seller Sellers 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, to the extent permitted by applicable Law, be waived in writing by either party Representative (acting on behalf of the Sellers) or Buyer, as applicable, acting in its sole discretion (provided, that such waiver shall only be effective as to the obligations of such party):discretion:

Appears in 1 contract

Samples: Stock Purchase Agreement (United Stationers Inc)

General Conditions. The respective obligations of the Buyer Buyers and the Seller Sellers 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, to the extent permitted by applicable Law, be waived in writing by either a party in its sole discretion (provided, provided that such waiver shall only be effective as to the obligations of such party):

Appears in 1 contract

Samples: Asset Purchase Agreement (Martha Stewart Living Omnimedia Inc)

General Conditions. The respective obligations of the Buyer and the Seller Sellers 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 conditionsconditions in this Section 7.1, any of which may, to the extent permitted by applicable Law, be waived in writing by either party in its sole discretion (provided, that such waiver shall only be effective as to the obligations of such party):

Appears in 1 contract

Samples: Purchase and Sale Agreement (Vail Resorts Inc)

General Conditions. The respective obligations of the Buyer and the Seller Sellers 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, to the extent permitted by applicable Law, be waived in writing by either party in its sole discretion (provided, however, that such waiver shall only be effective as to the obligations of such party):

Appears in 1 contract

Samples: Stock Purchase Agreement (Vornado Realty Trust)

General Conditions. The respective obligations of the Buyer Buyers and the Seller Endo Companies 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, to the extent permitted by applicable Law, be waived in writing by either party any Party in its sole discretion (provided, provided that such waiver shall only be effective as to the obligations of such partyParty):

Appears in 1 contract

Samples: Purchase and Sale Agreement (Endo International PLC)

General Conditions. The respective obligations of the Buyer and the Seller 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, to the extent permitted by applicable Law, be waived in writing by either party any Party in its sole discretion (provided, provided that such waiver shall only be effective as to the obligations of such partyParty):

Appears in 1 contract

Samples: Asset Purchase Agreement

General Conditions. The respective obligations of the Buyer and the Seller Sellers 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, to the extent permitted by applicable Law, be waived in writing by either party the Buyer or the Sellers’ Representative in its sole discretion (provided, that such waiver shall only be effective as to the obligations of such party, and in the case of a waiver by the Sellers’ Representative, the Sellers):

Appears in 1 contract

Samples: Stock Purchase Agreement (Applied Micro Circuits Corp)

General Conditions. The respective obligations of the Buyer Purchaser and the Seller Company 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, to the extent permitted by applicable Law, be waived in writing by either any party in its sole discretion (provided, that such waiver shall only be effective as to the obligations of such party):

Appears in 1 contract

Samples: Securities Purchase Agreement (Rockwell Automation Inc)

General Conditions. The respective obligations of the Buyer Company and the Seller 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, to the extent permitted by applicable Law, be waived in writing by either party Party in its sole discretion (provided, that such waiver shall only be effective as to the obligations of such partythe waiving Party):

Appears in 1 contract

Samples: Stock Purchase Agreement (Ameristar Casinos Inc)

General Conditions. The respective obligations of the Buyer Company, ASAC and the Seller 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, to the extent permitted by applicable Law, be waived in writing by either party all Parties in its their sole discretion (provided, that such waiver shall only be effective as to the obligations of such party):discretion:

Appears in 1 contract

Samples: Stock Purchase Agreement (Activision Blizzard, Inc.)

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General Conditions. The respective obligations of the Buyer and the Seller to consummate consummate, or to cause the consummation of, 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, to the extent permitted by applicable Law, be waived in writing by either party in its sole discretion (discretion; provided, that such waiver shall only be effective as to the obligations of such party)::

Appears in 1 contract

Samples: Stock Purchase Agreement (Coty Inc.)

General Conditions. The respective obligations of the Buyer Buyer, the Sellers and the Seller Companies 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, to the extent permitted by applicable Law, be waived in writing by either any party in its sole discretion (provided, that such waiver shall only be effective as to the obligations of such party):

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Pitney Bowes Inc /De/)

General Conditions. The respective obligations of the Buyer and the Seller Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillmentfulfilment, at or prior to the Closing, of each of the following conditions, any of which may, to the extent permitted by applicable Law, be waived in writing by either party the Sellers or the Buyer, in its their sole discretion (provided, that such waiver shall only be effective as to the obligations of such party):discretion:

Appears in 1 contract

Samples: Asset Purchase Agreement (RR Donnelley & Sons Co)

General Conditions. The respective obligations of the Buyer and the Seller parties 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, to the extent permitted by applicable Law, be waived in writing by either party the Buyer or the Sellers (on behalf of themselves, the Company and JS) in its sole discretion (provided, that such waiver shall only be effective as to the obligations of such partyparty and, in the case of the Sellers, the Company and JS):

Appears in 1 contract

Samples: Purchase Agreement (Sequential Brands Group, Inc.)

General Conditions. The respective obligations of the Buyer Purchaser and the Seller Sellers 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, to the extent permitted by applicable Law, be waived in writing by either party Party in its sole discretion (provided, provided that such waiver shall only be effective as to the obligations applicable condition of such partyParty):

Appears in 1 contract

Samples: Asset Purchase Agreement (Edci Holdings, Inc.)

General Conditions. The respective obligations of the ------------------ Buyer and the Seller 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, to the extent permitted by applicable Law, be waived in writing by either party any Party in its sole discretion (provided, provided that such waiver shall -------- only be effective as to the obligations of such partyParty):

Appears in 1 contract

Samples: Asset Purchase Agreement (Solutia Inc)

General Conditions. The respective obligations of the Buyer and the Seller 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, to the extent permitted by applicable Law, be waived in writing by either party in its sole discretion (provided, that such waiver shall only be effective as to the obligations of such party):discretion:

Appears in 1 contract

Samples: Purchase and Sale Agreement (Marriott International Inc /Md/)

General Conditions. The respective obligations of the Buyer and the Seller 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, to the extent permitted by applicable Law, be waived in writing by either any party in its sole discretion (provided, that such waiver shall only be effective as to the obligations of such waiving party):

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Blueknight Energy Partners, L.P.)

General Conditions. The respective obligations of the Buyer Buyers and the Seller Sellers 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, to the extent permitted by applicable Law, be waived in writing by either party in its sole discretion (provided, that such waiver shall only be effective as to the obligations of such party):

Appears in 1 contract

Samples: Stock Purchase Agreement (Crown Holdings Inc)

General Conditions. The respective obligations of the Buyer and the Seller Parties 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, to the extent permitted by applicable Law, be waived in writing by either party in its sole discretion (provided, that such waiver shall only be effective as to the obligations of such party):

Appears in 1 contract

Samples: Stock Purchase Agreement (Tattooed Chef, Inc.)

General Conditions. The respective obligations of the Buyer and the Seller TreeHouse 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, to the extent permitted by applicable Law, be waived in writing by either any party in its sole discretion (provided, that such waiver shall only be effective as to the obligations of such party):

Appears in 1 contract

Samples: Stock Purchase Agreement (TreeHouse Foods, Inc.)

General Conditions. The respective obligations of the Buyer each of Seller and the Seller Purchaser to consummate effect the transactions contemplated by this Agreement shall be subject to the fulfillmentsatisfaction or waiver, at or prior to the Closing, of each of the following conditions, any conditions (each of which may, to is provided for the extent permitted by applicable Law, exclusive benefit of such respective Parties and may be waived by it in writing by either party whole or in part in its sole discretion (provided, that such waiver shall only be effective as to the obligations of such partydiscretion):

Appears in 1 contract

Samples: Asset Purchase Agreement (Nash Finch Co)

General Conditions. The respective obligations of Buyer, the Buyer Sellers and the Seller Company 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, to the extent permitted by applicable Law, be waived in writing by either the party for whose benefit such conditions exist in its sole and absolute discretion (provided, that such waiver shall only be effective as to with the obligations Sellers’ Representative acting on behalf of such partyall of the Sellers):

Appears in 1 contract

Samples: Securities Purchase Agreement (Satelites Mexicanos Sa De Cv)

General Conditions. The respective obligations of the Buyer and the Seller 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, to the extent permitted by applicable Law, be waived in writing by either party in its sole discretion (provided, that such waiver shall only be effective as to the obligations of such party):

Appears in 1 contract

Samples: Purchase and Sale Agreement (Contango Oil & Gas Co)

General Conditions. The respective obligations of the Buyer Parties, on the one hand, and the Seller Parties, on the other hand, 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, to the extent permitted by applicable Law, be waived in writing by either a party hereto in its sole discretion (provided, that such waiver shall only be effective as to the obligations of such party):

Appears in 1 contract

Samples: Asset Purchase Agreement (Realpage Inc)

General Conditions. The respective obligations of Parent, the Buyer Company and the each Seller 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, to the extent permitted by applicable Law, be waived in writing by either any such party in its sole discretion (provided, that such waiver shall only be effective as to the obligations of such party):

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hilton Grand Vacations Inc.)

General Conditions. The respective obligations of the Buyer Buyer, the Seller, and the Seller Company 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, to the extent permitted by applicable Law, be waived in writing by either any party in its sole discretion (provided, that such waiver shall only be effective as to the obligations of such party):

Appears in 1 contract

Samples: Sale and Purchase Agreement (Om Group Inc)

General Conditions. The respective obligations of the Buyer and the Seller 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, to the extent permitted by applicable Lawlaw, be waived in writing by either party in its sole discretion (provided, provided that such waiver shall only be effective as to the obligations of such the waiving party):

Appears in 1 contract

Samples: Asset Purchase Agreement (SCM Microsystems Inc)

General Conditions. The respective obligations of the Buyer Buyer, the Sellers and the Seller Company 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, to the extent permitted by applicable Law, be waived in writing by either any party in its sole discretion (provided, that such waiver shall only be effective as to the obligations of such party):

Appears in 1 contract

Samples: Transaction Agreement (Allegion PLC)

General Conditions. The respective obligations of the Buyer and the Seller to effect the Closing and 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, to the extent permitted by applicable Law, be waived in writing by either party Party in its sole discretion (provided, provided that such waiver shall only be effective as to the obligations of such partythe other Party):

Appears in 1 contract

Samples: Asset Purchase Agreement (Abaxis Inc)

General Conditions. The respective obligations of the Buyer Buyers and the Seller Sellers 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, to the extent permitted by applicable Law, be waived in writing by either party any Party in its sole discretion (provided, that such waiver shall only be effective as to the obligations of such partyParty):

Appears in 1 contract

Samples: Asset Purchase Agreement (Standard Register Co)

General Conditions. The respective obligations of the Buyer and the Seller Parties 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, to the extent permitted by applicable Law, be waived in writing by either party the Seller (on behalf of the Seller Parties), or the Buyer, in its their respective sole discretion (provided, that such waiver shall only be effective as to the obligations of such party):

Appears in 1 contract

Samples: Interest Purchase Agreement (Par Technology Corp)

General Conditions. The respective obligations of the Buyer and the Seller MBS Parties 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, to the extent permitted by applicable Law, be waived in writing by either party the Buyer or the Designated Representative in its sole discretion (provided, that such waiver shall only be effective as to the obligations of such party):

Appears in 1 contract

Samples: Purchase Agreement (Barnes & Noble Education, Inc.)

General Conditions. The respective obligations of the Buyer Purchaser, Merger Sub and the Seller Company to consummate the transactions contemplated by this Agreement shall be are subject to the fulfillment, at or prior to the Closing, of each satisfaction of the following conditionsconditions on or before the Closing Date, any of which may, to the extent permitted by applicable Law, be waived in writing by either any party in its sole discretion (provided, that such waiver shall only be effective as to the obligations of such party):

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nordson Corp)

General Conditions. The respective obligations of the Buyer Parties and the Seller Parties 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 conditionscondition, any of which may, to the extent permitted by applicable Law, be waived in writing by either party Parent (on behalf of the Buyer Parties) or the Seller (on behalf of the Seller Parties) in its sole discretion (provided, that such waiver shall only be effective as to the obligations of such party):

Appears in 1 contract

Samples: Asset Purchase Agreement (MediaAlpha, Inc.)

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