Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions:
Appears in 204 contracts
Samples: Asset Purchase Agreement (Chosen, Inc.), Asset Purchase Agreement (2seventy Bio, Inc.), Stock Purchase Agreement (NI Holdings, Inc.)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s 's waiver, at or prior to the Closing, of each of the following conditions:
Appears in 36 contracts
Samples: Asset Purchase Agreement (Super League Gaming, Inc.), Stock Purchase Agreement (Salona Global Medical Device Corp), Asset Purchase Agreement (Salona Global Medical Device Corp)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each Closing of the following conditions:conditions (any one or more of which may be waived in whole or in part by Seller):
Appears in 33 contracts
Samples: Asset Purchase Agreement, Library Copyright Purchase Agreement, Asset Purchase Agreement
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject provided for herein are subject, at the option of Seller, to the fulfillment or Seller’s waiver, at on or prior to the Closing, Closing Date of each of the following conditions:
Appears in 25 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement, Purchase and Sale Agreement
Conditions to Obligations of Seller. The obligations of Seller under this Agreement to sell the Property and consummate the other transactions contemplated by this Agreement hereby shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each satisfaction 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.
Appears in 20 contracts
Samples: Agreement of Purchase and Sale (RREEF Property Trust, Inc.), Agreement of Purchase and Sale (RREEF Property Trust, Inc.), Agreement of Purchase and Sale
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions:
Appears in 15 contracts
Samples: Stock Purchase Agreement (Centerpulse LTD), Share and Asset Purchase Agreement (Centerpulse LTD), Asset Purchase Agreement (Icu Medical Inc/De)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiverfulfillment, at or prior to the Closing, of each of the following conditions:
Appears in 14 contracts
Samples: Asset Purchase Agreement (Pinnacle Systems Inc), Stock Purchase Agreement (CSX Corp), Asset Purchase Agreement (Media 100 Inc)
Conditions to Obligations of Seller. The obligations of Seller to consummate carry out the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiverare subject, at or prior the option of Seller, to the Closing, of each of the following conditions:
Appears in 13 contracts
Samples: Share Purchase Agreement (Raj Ventures, Inc.), Share Purchase Agreement (Dragon's Lair Holdings, Inc.), Stock Purchase Agreement (Frudakis Tony)
Conditions to Obligations of Seller. The obligations Unless waived in writing by Seller, the obligation of Seller to consummate the transactions contemplated by this Agreement shall to be subject to consummated at the fulfillment or Seller’s waiverClosing is conditioned upon fulfillment, at or prior to before the Closing, of each of the following conditions:
Appears in 11 contracts
Samples: Purchase and Assumption Agreement, Purchase and Assumption Agreement (Atlantic Capital Bancshares, Inc.), Purchase and Assumption Agreement (Atlantic Capital Bancshares, Inc.)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be are subject to the fulfillment or Seller’s waiver, satisfaction at or prior to before the Closing, of each of the following conditionsfollowing, which may be waived by Seller, to the extent not prohibited by applicable Legal Requirements:
Appears in 10 contracts
Samples: Asset Purchase Agreement (Charter Communications Inc /Mo/), Asset Purchase Agreement (Mediacom Communications Corp), Asset Purchase Agreement (Charter Communications Inc /Mo/)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s written waiver, at or prior to the Closing, of each of the following conditions:
Appears in 10 contracts
Samples: Share Purchase Agreement (PDL Biopharma, Inc.), Asset Purchase Agreement (Integrated Ventures, Inc.), Asset Purchase Agreement (Polarityte, Inc.)
Conditions to Obligations of Seller. The obligations of Seller to perform this Agreement and consummate the Merger and the other transactions contemplated by this Agreement shall be hereby are subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each satisfaction of the following conditions:, unless waived by Seller pursuant to Section 10.6(b):
Appears in 10 contracts
Samples: Agreement and Plan of Merger (Carolina Financial Corp), Agreement and Plan of Merger (Congaree Bancshares Inc), Employment Agreement (First Community Corp /Sc/)
Conditions to Obligations of Seller. The obligations obligation of Seller to consummate effect the transactions contemplated by this Agreement shall be further subject to the fulfillment or Seller’s waiver, satisfaction at or prior to the Closing, of each Closing of the following conditions, any or all of which may be waived, in whole or in part, by Seller:
Appears in 9 contracts
Samples: Asset Purchase Agreement (Spectrum Pharmaceuticals Inc), Asset Purchase Agreement (RCN Corp /De/), Asset Purchase Agreement (Amgen Inc)
Conditions to Obligations of Seller. The obligations Unless waived in writing by Seller, the obligation of Seller to consummate the transactions contemplated by this Agreement shall to be subject to consummated at the fulfillment or Seller’s waiverClosing, is conditioned upon fulfillment, at or prior to before the Closing, of each of the following conditions:
Appears in 9 contracts
Samples: Branch Purchase and Assumption Agreement, Purchase and Assumption Agreement (Solera National Bancorp, Inc.), Branch Purchase and Assumption Agreement (Waccamaw Bankshares Inc)
Conditions to Obligations of Seller. The obligations obligation of Seller to consummate complete the transactions contemplated by this Agreement shall be is subject to the fulfillment satisfaction or Seller’s waiver, waiver by Seller at or prior to the Closing, of each Closing of the following additional conditions:
Appears in 9 contracts
Samples: Asset Purchase Agreement (Atreca, Inc.), Asset Purchase Agreement (Atreca, Inc.), Asset Purchase Agreement (Bellicum Pharmaceuticals, Inc)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be to take place at the Closing are subject to the fulfillment satisfaction or waiver by Seller’s waiver, to the extent permitted by applicable law, at or prior to the ClosingClosing Date, of each of the following conditions:
Appears in 9 contracts
Samples: Asset Purchase Agreement (Northland Cable Television Inc), Asset Purchase Agreement (Rocky Mountain Internet Inc), Asset Purchase Agreement (Knight Ridder Inc)
Conditions to Obligations of Seller. The obligations obligation of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following further conditions:
Appears in 9 contracts
Samples: Asset Purchase Agreement (Media General Inc), Asset Purchase Agreement (Media General Inc), Asset Purchase Agreement (Mercury New Holdco, Inc.)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at on or prior to the Closing, Closing Date of each of the following conditions:
Appears in 8 contracts
Samples: Asset Purchase Agreement (Hispanic Television Network Inc), Stock Purchase Agreement (Integrys Energy Group, Inc.), Asset Purchase Agreement (Crescent Operating Inc)
Conditions to Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated by this Agreement hereby shall be subject to the fulfillment (or waiver by Seller’s waiver), at on or prior to the ClosingClosing Date, of each of the following additional conditions:
Appears in 8 contracts
Samples: Asset Purchase Agreement (California Microwave Inc), Asset Purchase Agreement (L 3 Communications Holdings Inc), Asset Purchase Agreement (L 3 Communications Corp)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment satisfaction or written waiver by Seller’s waiver, at or prior to the Closing, of each of the following conditions, and if any of such conditions are not satisfied or waived in writing by Seller at or prior to Closing, Seller may terminate this Agreement:
Appears in 7 contracts
Samples: Agreement of Purchase and Sale (Pennsylvania Real Estate Investment Trust), Agreement of Purchase and Sale (Pennsylvania Real Estate Investment Trust), Agreement of Purchase and Sale (Pennsylvania Real Estate Investment Trust)
Conditions to Obligations of Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement hereby shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each Closing Date of the following additional conditions, except as the Seller may waive in writing:
Appears in 7 contracts
Samples: Stock Purchase Agreement (Monaker Group, Inc.), Stock Purchase Agreement (Monaker Group, Inc.), Stock Purchase Agreement (Monaker Group, Inc.)
Conditions to Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment satisfaction or Seller’s waiver, at on or prior to before the ClosingClosing Date, of each of the following conditions:
Appears in 7 contracts
Samples: Purchase and Sale Agreement (Potlatch Corp), Purchase and Sale Agreement (Rayonier Inc), Estoppel Certificate (Rayonier Inc)
Conditions to Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions:
Appears in 6 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Verisign Inc/Ca), Acquisition Agreement (Syniverse Technologies Inc)
Conditions to Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following further conditions:
Appears in 6 contracts
Samples: Asset Purchase Agreement, Stock Purchase Agreement (Nexstar Broadcasting Group Inc), Asset Purchase Agreement (Media General Inc)
Conditions to Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated by this Agreement shall be is subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions:
Appears in 6 contracts
Samples: Membership Interest Purchase Agreement (Mojo Ventures, Inc), Stock Purchase Agreement (Savoy Energy Corp), Membership Interest Purchase Agreement (Capital City Energy Group, Inc.)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by under this Agreement shall be subject are subject, at the option of Seller, to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditionsconditions as of the Closing:
Appears in 6 contracts
Samples: Stock Purchase Agreement (ENERGY COMPOSITES Corp), Asset Purchase Agreement (Resourcing Solutions Group Inc), Asset Purchase Agreement (Resourcing Solutions Group Inc)
Conditions to Obligations of Seller. The All obligations of Seller to consummate the transactions contemplated by under this Agreement shall be are subject to the fulfillment or Seller’s waiver, at or satisfaction prior to or at the Closing, of each of the following conditionsconditions precedent:
Appears in 6 contracts
Samples: Purchase Agreement (Ruby Tuesday Inc), Purchase Agreement (Ruby Tuesday Inc), Purchase Agreement (Ruby Tuesday Inc)
Conditions to Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s written waiver, at or prior to the Closing, of each of the following conditions:
Appears in 5 contracts
Samples: Intellectual Property Purchase Agreement, Assignment and Assumption Agreement (Lifequest World Corp.), Assignment and Assumption Agreement (Lifequest World Corp.)
Conditions to Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated by this Agreement hereby shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each or, if permitted by applicable Law, waiver by Seller, of the following additional conditions:
Appears in 5 contracts
Samples: Securities Purchase Agreement (Nucor Corp), Securities Purchase Agreement (Cornerstone Building Brands, Inc.), Purchase Agreement (Silgan Holdings Inc)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement Transactions shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions:
Appears in 5 contracts
Samples: Asset Purchase Agreement (Insignia Systems Inc/Mn), Asset Purchase Agreement (Astronics Corp), Membership Interest Purchase Agreement (Leucadia National Corp)
Conditions to Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver by Seller’s waiver, at or prior to the Closing, of each of the following conditions:
Appears in 5 contracts
Samples: Stock Purchase Agreement (American Financial Group Inc), Stock Purchase Agreement (US Alliance Corp), Stock and Asset Purchase Agreement (Hartford Financial Services Group Inc/De)
Conditions to Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated by this Agreement shall be is subject to the fulfillment satisfaction or Seller’s waiver, waiver by Seller at or prior to the Closing, of each Closing of the following additional conditions:
Appears in 5 contracts
Samples: Asset Purchase Agreement (Neose Technologies Inc), Asset Purchase Agreement (Alsius Corp), Asset Purchase Agreement (Uv Flu Technologies Inc)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by under this Agreement shall be are, at its option, subject to the fulfillment fulfillment, on or Seller’s waiver, at or prior to before the ClosingClosing Date, of each of the following conditionsconditions precedent:
Appears in 5 contracts
Samples: Purchase and Sale Agreement (C&d Technologies Inc), Purchase and Sale Agreement (Woodward Governor Co), Purchase and Sale Agreement (C&d Technologies Inc)
Conditions to Obligations of Seller. The obligations of Seller to consummate effect the sale of the Assets and the other transactions contemplated by this Agreement shall be subject to the fulfillment of the following conditions, or Seller’s waiverthe waiver thereof, by Seller at or prior to the Closing, of each of the following conditionsClosing Date:
Appears in 5 contracts
Samples: Asset Purchase Agreement (Unisource Energy Corp), Asset Purchase Agreement (Citizens Communications Co), Asset Purchase Agreement (Citizens Communications Co)
Conditions to Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment satisfaction or Seller’s waiver, at waiver in writing by Seller on or prior to the Closing, Closing Date of each of the following conditions:
Appears in 5 contracts
Samples: Stock Purchase Agreement (Cke Restaurants Inc), Stock Purchase Agreement (Santa Barbara Restaurant Group Inc), Stock Purchase Agreement (Cole National Corp /De/)
Conditions to Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated by this Agreement hereby shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each Closing of the following additional conditions:
Appears in 5 contracts
Samples: Stock Purchase Agreement, Asset Purchase Agreement (Cooper Companies Inc), Stock Purchase Agreement (PSAV, Inc.)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall will be subject to the fulfillment (or Seller’s waiverwaiver by Seller in writing), at or prior to the Closing, of each of the following conditions:
Appears in 4 contracts
Samples: Asset Purchase Agreement (Ember Therapeutics, Inc. - Ny), Asset Purchase Agreement (Mobilepro Corp), Asset Purchase Agreement (Mobilepro Corp)
Conditions to Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated by this Agreement hereby shall be subject to the fulfillment or Seller’s waiverfulfillment, at or prior to the ClosingClosing Date, of each of the following conditions:additional conditions (any of which condition may be waived, in whole or in part, by Seller in writing and shall be deemed to be waived in whole if the Closing occurs):
Appears in 4 contracts
Samples: Asset Purchase Agreement (Titan International Inc), Asset Purchase Agreement (Titan International Inc), Asset Purchase Agreement (Park Ohio Holdings Corp)
Conditions to Obligations of Seller. The obligations obligation of Seller to consummate complete the transactions Transactions contemplated by this Agreement shall be is subject to the fulfillment satisfaction or Seller’s waiver, waiver by Seller at or prior to the Closing, of each Closing of the following additional conditions:
Appears in 4 contracts
Samples: Asset Purchase Agreement (Pernix Therapeutics Holdings, Inc.), Asset Purchase Agreement (Zogenix, Inc.), Asset Purchase Agreement (Pernix Therapeutics Holdings, Inc.)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by transaction provided for in this Agreement shall be subject are subject, at the option of Seller, to the fulfillment or Seller’s waiver, at on or prior to the Closing, Closing Date of each of the following conditions:
Appears in 4 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Pedevco Corp), Purchase and Sale Agreement (Lucas Energy, Inc.)
Conditions to Obligations of Seller. The obligations obligation of Seller to effect the purchase and sale of the Target Shares and to consummate the other transactions contemplated by this Agreement hereby shall be subject to the fulfillment (or waiver by Seller’s waiver), at or prior to the ClosingClosing Date, of each of the following additional conditions:
Appears in 4 contracts
Samples: Stock Purchase Agreement (Fiserv Inc), Stock Purchase Agreement (Fiserv Inc), Stock Purchase Agreement (Fiserv Inc)
Conditions to Obligations of Seller. The Except as may be waived in writing by Seller, the obligations of Seller to consummate the transactions contemplated by this Agreement shall be are subject to the fulfillment satisfaction or Seller’s waiver, waiver by Seller of the following conditions at or prior to the Closing, of each of the following conditions:
Appears in 4 contracts
Samples: Asset Purchase Agreement (Waitr Holdings Inc.), Asset Purchase Agreement (Waitr Holdings Inc.), Asset Purchase Agreement (Waitr Holdings Inc.)
Conditions to Obligations of Seller. The obligations of Seller Seller’s obligation to consummate this Agreement and the transactions contemplated by this Agreement shall be hereby is subject to the fulfillment or Seller’s waiverfulfillment, at or prior to or at the Closing, of each all of the following conditionsconditions precedent and the delivery of the following documents:
Appears in 4 contracts
Samples: Purchase Assets Agreement (Hydrodynex, Inc.), Asset Purchase Agreement (FBC Holding Inc.), Form of Asset Purchase Agreement (FBC Holding Inc.)
Conditions to Obligations of Seller. The obligations of Seller to consummate effect the transactions contemplated by this Agreement sale of the Business and the Assets and the assignment of the Assumed Obligation shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, Closing of each of the following additional conditions:
Appears in 4 contracts
Samples: Asset Purchase Agreement (Mikes Original Inc), Asset Purchase Agreement (Mikes Original Inc), Asset Purchase Agreement (Mikes Original Inc)
Conditions to Obligations of Seller. The obligations obligation of Seller to consummate effect the transactions sale of the Purchased Assets contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each Closing Date of the following additional conditions:
Appears in 4 contracts
Samples: Asset Purchase Agreement (Commerce One Inc / De/), Asset Purchase Agreement (Artisoft Inc), Asset Purchase Agreement (Metatec Inc)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiverfulfillment, at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by Seller in its sole discretion:
Appears in 4 contracts
Samples: Membership Interest Purchase Agreement (GameSquare Holdings, Inc.), Asset Purchase Agreement (Mirum Pharmaceuticals, Inc.), Asset Purchase Agreement (Travere Therapeutics, Inc.)
Conditions to Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiverwaiver by Seller in its sole discretion, at or prior to the Closing, of each of the following conditions:
Appears in 4 contracts
Samples: Equity Purchase Agreement (Beacon Roofing Supply Inc), Stock and Asset Purchase Agreement (EverBank Financial Corp), Purchase Agreement (Corelogic, Inc.)
Conditions to Obligations of Seller. The obligations of Seller Seller's obligation to consummate this Agreement and the transactions contemplated by this Agreement shall be hereby is subject to the fulfillment or Seller’s waiverfulfillment, at or prior to or at the Closing, of each of the following conditionsconditions precedent:
Appears in 4 contracts
Samples: Asset Purchase Agreement (Photomatrix Inc/ Ca), Asset Purchase Agreement (Xircom Inc), Asset Purchase Agreement (Webhire Inc)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiverare subject, at or prior the option of Seller, to the Closing, of each of the following conditions:
Appears in 4 contracts
Samples: Purchase and Sale Agreement, Asset Purchase and Sale Agreement (Tidelands Oil & Gas Corp/Wa), Purchase and Sale Agreement (Ocean Energy Inc /Tx/)
Conditions to Obligations of Seller. The obligations obligation of Seller to consummate effect the sale of the Purchased Assets and the other transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each Closing Date (or the waiver by Seller) of the following conditions:
Appears in 4 contracts
Samples: Purchase and Sale Agreement (Pennsylvania Electric Co), Purchase and Sale Agreement (Pennsylvania Electric Co), Purchase and Sale Agreement (Pennsylvania Electric Co)
Conditions to Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated by this Agreement shall be is subject to the fulfillment or Seller’s waiversatisfaction, at or prior to before the Closing, of each of the following conditions, which may be waived by Seller to the extent permitted by applicable Legal Requirements:
Appears in 4 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (B2Digital, Inc.), Asset Purchase Agreement (Telecommunication Products Inc)
Conditions to Obligations of Seller. The Each and all of the obligations of Seller to consummate the transactions contemplated by this Agreement shall be are subject to the fulfillment or Seller’s waiver, at or prior to or at the Closing, of each Closing of the following conditions, except to the extent that Seller may waive one or more thereof:
Appears in 4 contracts
Samples: Asset Purchase Agreement (Intercloud Systems, Inc.), Asset Purchase Agreement (Mantra Venture Group Ltd.), Stock Purchase Agreement (HydroPhi Technologies Group, Inc.)
Conditions to Obligations of Seller. The obligations of Seller Seller’s obligation to consummate this Agreement and the transactions contemplated by this Agreement shall be hereby is subject to the fulfillment or Seller’s waiverfulfillment, at or prior to or at the Closing, of each of the following conditionsconditions precedent:
Appears in 3 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Zoll Medical Corp), Asset Purchase Agreement
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be are subject to the fulfillment satisfaction, or waiver by Seller’s waiver, at or prior to the Closing, of each of the following conditions:
Appears in 3 contracts
Samples: Purchase and Sale Agreement (Imperial Resources, Inc.), Purchase and Sale Agreement (United American Petroleum Corp.), Purchase and Sale Agreement (United American Petroleum Corp.)
Conditions to Obligations of Seller. The obligations obligation of the Seller ----------------------------------- to consummate effect the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each Closing Date of the following additional conditions:
Appears in 3 contracts
Samples: Asset Sale Agreement (Sierra Pacific Power Co), Asset Sale Agreement (Sierra Pacific Power Co), Asset Sale Agreement (Sierra Pacific Power Co)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to satisfaction (or, to the fulfillment or Seller’s extent permitted by applicable Law, waiver, ) at or prior to the Closing, of each Closing of the following conditions:
Appears in 3 contracts
Samples: Asset Purchase Agreement (Neophotonics Corp), Asset Purchase Agreement (Emcore Corp), Asset Purchase Agreement (Emcore Corp)
Conditions to Obligations of Seller. The obligations of Seller and Dynegy to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiverfulfillment, at or prior to the Closing, of each of the following conditions:
Appears in 3 contracts
Samples: Stock Purchase Agreement (Dynegy Inc /Il/), Stock Purchase Agreement (Union Electric Co), Stock Purchase Agreement (Ameren Corp)
Conditions to Obligations of Seller. The obligations obligation of Seller to sell the Included Assets and to consummate the other transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each Closing of the following conditions:conditions (any of which may be waived by Seller prior to the Closing in whole or in part which waiver shall be in writing and which waiver shall not be considered a waiver of any other provision of this Agreement unless the writing so specifically states):
Appears in 3 contracts
Samples: Asset Sale Agreement, Asset Sale Agreement (CMS Energy Corp), Asset Sale Agreement (CMS Energy Corp)
Conditions to Obligations of Seller. The obligations obligation of Seller to consummate the transactions transaction contemplated by this Agreement shall be is subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions, any of which may be waived by him, her or it in his, her or its sole discretion:
Appears in 3 contracts
Samples: Membership Interest Purchase Agreement (Assure Holdings Corp.), Membership Interest Purchase Agreement (TRxADE HEALTH, INC), Membership Interest Purchase Agreement (TRxADE HEALTH, INC)
Conditions to Obligations of Seller. The obligations obligation of the Seller to consummate effect the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each Closing Date of the following additional conditions:
Appears in 3 contracts
Samples: Asset Sale Agreement (Wisconsin Public Service Corp), Generating Station Sales Agreement (Orange & Rockland Utilities Inc), Orange & Rockland Utilities Inc
Conditions to Obligations of Seller. The obligations of Seller to effect the Closing and to consummate the transactions contemplated by this Agreement shall be the Transaction Documents are subject to the fulfillment or Seller’s waiverfulfillment, at or prior to before the ClosingClosing Date, of each of the following conditions, any one or more of which may be waived by Seller in its sole discretion:
Appears in 3 contracts
Samples: Share Purchase Agreement (Synergy CHC Corp.), Share Purchase Agreement (Synergy CHC Corp.), Share Purchase Agreement (Synergy CHC Corp.)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated provided for by this Agreement shall be subject are subject, in the discretion of Seller, to the fulfillment or Seller’s waiver, satisfaction at or prior to the Closing, Closing Date of each of the following conditions:
Appears in 3 contracts
Samples: Stock Purchase Agreement (Littelfuse Inc /De), Stock Purchase Agreement (Champion Enterprises Inc), Asset Purchase Agreement (Champion Enterprises Inc)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall will be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, Closing of each of the following conditions:
Appears in 3 contracts
Samples: Asset Purchase Agreement (LCC International Inc), Asset Purchase Agreement (Wireless Facilities Inc), Asset Purchase Agreement (Wireless Facilities Inc)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions Transaction contemplated by this Agreement shall be subject to the fulfillment or Seller’s 's waiver, at or prior to the Closing, of each of the following conditions:
Appears in 3 contracts
Samples: Asset and Securities Purchase Agreement (Remark Media, Inc.), Asset and Securities Purchase Agreement, Asset and Securities Purchase Agreement (Remark Media, Inc.)
Conditions to Obligations of Seller. The obligations of Seller to consummate proceed with the transactions contemplated by Closing under this Agreement shall be are subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each or at Closing of the following conditions:conditions (any one or more of which may be waived in whole or in part by Seller at Seller's option):
Appears in 3 contracts
Samples: Stock Purchase Agreement (Atlantic American Corp), Stock Purchase Agreement (Fuqua Enterprises Inc), Stock Purchase Agreement (Liberty Corp)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by under this Agreement shall be are subject to the fulfillment or Seller’s waiverfulfillment, at or prior to the Closing, of each of the following conditions, any one or more of which may be waived by Seller:
Appears in 3 contracts
Samples: Asset Purchase Agreement (Miscor Group, Ltd.), Asset Purchase Agreement (Miscor Group, Ltd.), Ssa Asset Purchase Agreement (Miscor Group, Ltd.)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be to take place at the Closing are subject to the fulfillment satisfaction or waiver by Seller’s waiver, to the extent permitted by applicable Legal Requirement, at or prior to the ClosingClosing Date, of each of the following conditions:
Appears in 3 contracts
Samples: Asset Purchase Agreement (Hickory Tech Corp), Asset Purchase Agreement (Worldcast Interactive Inc), Asset Purchase Agreement (Breda Telephone Corp)
Conditions to Obligations of Seller. The obligations obligation of Seller to consummate effect the transactions contemplated by this Agreement shall will be subject to the fulfillment satisfaction (or waiver by Seller’s waiver, ) at or prior to before the Closing, Closing of each of the following additional conditions:
Appears in 3 contracts
Samples: Asset Purchase Agreement (Digital Angel Corp), Asset Purchase Agreement (Digital Angel Corp), Asset Purchase Agreement (MedAire, Inc.)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiverfulfillment, at or prior to the Closing, of each of the following conditions, unless expressly waived in writing by Seller:
Appears in 3 contracts
Samples: Stock Purchase Agreement (Planet 13 Holdings Inc.), Stock Purchase Agreement (Planet 13 Holdings Inc.), Stock Purchase Agreement (Acreage Holdings, Inc.)
Conditions to Obligations of Seller. The obligations of Seller Seller's obligation to consummate this Agreement and the transactions contemplated by this Agreement shall be hereby is subject to the fulfillment or Seller’s waiverfulfillment, at or prior to or at the Closing, of each the following conditions precedent and the delivery of the following conditionsdocuments:
Appears in 3 contracts
Samples: Asset Purchase Agreement (Pacificap Entertainment Holdings Inc), Purchase Agreement (Harvard Bioscience Inc), Asset Purchase Agreement (Collectible Concepts Group Inc)
Conditions to Obligations of Seller. The obligations of ----------------------------------- Seller to consummate the transactions contemplated by this Agreement shall be are subject to the fulfillment or Seller’s waiver, satisfaction by Seller at or prior to before the Closing, of each of the following conditionsfollowing, which may be waived by Seller, to the extent permitted by applicable Legal Requirements:
Appears in 3 contracts
Samples: Asset Purchase Agreement (Jones Growth Partners L P), Asset Purchase Agreement (Jones Cable Income Fund 1-a LTD), Asset Purchase Agreement (Jones Cable Income Fund 1-a LTD)
Conditions to Obligations of Seller. The All obligations of Seller to consummate the transactions contemplated by under this Agreement shall be are subject to the fulfillment (or waiver by Seller’s waiver), at or prior to the Closing, of each of the following conditions:
Appears in 3 contracts
Samples: Asset Purchase Agreement (ASI Aviation, Inc.), Asset Purchase Agreement (ASI Aviation, Inc.), Business and Asset Purchase Agreement (ASI Aviation, Inc.)
Conditions to Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment satisfaction or Seller’s waiverwaiver in its sole discretion, at or prior to before the Closing, of each of the following conditions:
Appears in 3 contracts
Samples: Asset Purchase Agreement (Starwood Property Trust, Inc.), Stock Purchase Agreement (General Electric Co), Stock Purchase Agreement (Neogenomics Inc)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s written waiver, at or prior to the Closing, of each of the following conditions:
Appears in 3 contracts
Samples: Asset Purchase Agreement (International Isotopes Inc), Asset Purchase Agreement (Hudson Global, Inc.), Asset Purchase Agreement (Centene Corp)
Conditions to Obligations of Seller. The obligations of Seller Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s Sellers’ waiver, at or prior to the Closing, of each of the following conditions:
Appears in 3 contracts
Samples: Membership Interest Purchase Agreement (Wrap Technologies, Inc.), Stock and Warrant Purchase Agreement (Wavedancer, Inc.), Membership Interest Purchase Agreement (Tattooed Chef, Inc.)
Conditions to Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated by this Agreement hereby shall be be, at the option of Seller, subject to the fulfillment or Seller’s waiverfulfillment, at or prior to the ClosingClosing Date, of each of the following additional conditions:
Appears in 3 contracts
Samples: Asset Purchase Agreement (Valpey Fisher Corp), Stock Purchase Agreement (Carnegie International Corp), Asset Purchase Agreement (Dataflex Corp)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement Contemplated Transactions shall be subject to the fulfillment satisfaction or Seller’s waiver, waiver at or prior to the Closing, Closing (unless as otherwise specifically contemplated by this Agreement) of each of the following conditions:”
Appears in 3 contracts
Samples: Amr Stock Purchase Agreement, Emcare Stock Purchase Agreement (Laidlaw International Inc), Amr Stock Purchase Agreement (Laidlaw International Inc)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiverfulfillment, at or prior to the Closing, of each of the following additional conditions:
Appears in 3 contracts
Samples: Asset Purchase Agreement (Princeton Review Inc), Asset Purchase Agreement (Princeton Review Inc), Securities Purchase Agreement (Command Security Corp)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each Closing of the following conditions:conditions (any one or more of which may be waived in whole or in part by Seller):
Appears in 2 contracts
Samples: License and Purchase (First Horizon Pharmaceutical Corp), Asset Purchase Agreement (Lasalle Partners Inc)
Conditions to Obligations of Seller. The obligations obligation of Seller Sellers to consummate the transactions contemplated by this Agreement shall be is subject to the fulfillment satisfaction or Seller’s waiver, at or prior to the Closing, of each waiver of the following conditions:
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Echelon International Corp), Purchase Agreement (Echelon International Corp)
Conditions to Obligations of Seller. The obligations obligation of the Seller to consummate the transactions contemplated by this Agreement Transactions shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, or waiver by the Seller, in their sole discretion, of each of the following conditions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Platinum Eagle Acquisition Corp.), Agreement and Plan of Merger (Platinum Eagle Acquisition Corp.)
Conditions to Obligations of Seller. The Seller's obligations of Seller to consummate this Agreement and the transactions contemplated by this Agreement shall be hereby are subject to the fulfillment or Seller’s waiverfulfillment, at or prior to or at the Closing, of each of the following conditionsconditions precedent:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Monarch Machine Tool Co), Asset Purchase Agreement (Olympic Steel Inc)
Conditions to Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated by this Agreement at each of the First Closing and the Second Closing shall be subject to the fulfillment or waiver by Seller’s waiver, at or prior to the each such Closing, of each of the following conditions:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Brookdale Senior Living Inc.), Stock Purchase Agreement (Provident Senior Living Trust)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall will be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, Closing of each of the following conditions:
Appears in 2 contracts
Samples: Agreement (LCC International Inc), Agreement (Wireless Facilities Inc)
Conditions to Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated by this Agreement shall be are subject to the fulfillment or Seller’s waiver, at or prior to the Closing, Closing of each of the following conditions:conditions (any or all of which may be waived in whole or in part by Seller):
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cyberdefender Corp), Asset Purchase Agreement
Conditions to Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Synalloy Corp), Asset Purchase and Reorganization Agreement (Guardion Health Sciences, Inc.)
Conditions to Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated by this Agreement shall be is subject to the fulfillment satisfaction or Seller’s waiver, waiver by Seller at or prior to the Closing, of each Effective Date of the following additional conditions:
Appears in 2 contracts
Samples: Asset Purchase Agreement (RespireRx Pharmaceuticals Inc.), Asset Purchase Agreement (Cortex Pharmaceuticals Inc/De/)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject provided for herein are subject, at the option of Seller, to the fulfillment or Seller’s waiver, at on or prior to the Closing, each Closing Date of each of the following conditions:
Appears in 2 contracts
Samples: Agreement for Purchase and Sale (Panhandle Oil & Gas Inc), Agreement for Purchase and Sale (Panhandle Oil & Gas Inc)
Conditions to Obligations of Seller. The Except as may be waived in writing by Seller, all of the obligations of Seller to consummate the transactions contemplated by this Agreement shall be provided for herein are subject to and conditioned upon, at the option of Seller, the fulfillment or Seller’s waiverby Buyer, at on or prior to the ClosingClosing Date, of each of the following conditions:
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Gulfport Energy Corp), Purchase and Sale Agreement (Callon Petroleum Co)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions purchase of the shares contemplated by this Agreement shall will be subject to the fulfillment or Seller’s waiverfulfillment, at or prior to the Closing, of each of the following conditions:, any one of which may be waived by the Company without waiver of any other rights or remedies which the Company may have under this Agreement.
Appears in 2 contracts
Samples: Combination Agreement (Benchmark Technology Corp), Business Combination Agreement (Benchmark Technology Corp)
Conditions to Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated by this Agreement Closing shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, waiver of each of the following conditions:
Appears in 2 contracts
Samples: Acquisition Agreement (Symantec Corp), Acquisition Agreement (Verisign Inc/Ca)
Conditions to Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated by this Agreement hereby shall be subject to the fulfillment or Seller’s waiver, waiver in writing at or prior to the Closing, of each Closing of the following additional conditions:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Allstate Corp), Stock Purchase Agreement (White Mountains Insurance Group LTD)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions transaction contemplated by this Agreement shall be subject to the fulfillment or Seller’s 's waiver, at or prior to the Closing, of each of the following conditions:
Appears in 2 contracts
Samples: Intellectual Property Purchase Agreement (Airborne Wireless Network), Intellectual Property Purchase Agreement (Airborne Wireless Network)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be are subject to the fulfillment satisfaction or Seller’s waiver, waiver (if permitted by applicable Law) at or prior to the Closing, Closing of each of the following conditions:
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Laureate Education, Inc.), Asset Purchase Agreement (Laureate Education, Inc.)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall purchase and sale of the Purchased Preferred Shares will be subject to the fulfillment (or written waiver by Seller’s waiver), at or prior to the ClosingClosing Date, of each of the following conditions:
Appears in 2 contracts
Samples: Investment Agreement (Unistrut International Holdings, LLC), Investment Agreement (Tyco International LTD)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall will be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, Closing of each of the following additional conditions:
Appears in 2 contracts
Samples: Transaction Agreement (L 3 Communications Holdings Inc), Asset Purchase Agreement (Consolidated Stainless Inc)
Conditions to Obligations of Seller. The obligations of the Seller to consummate the transactions contemplated provided for by this Agreement shall be subject are subject, in the discretion of the Seller, to the fulfillment or Seller’s waiver, satisfaction at or prior to the Closing, Closing Date of each of the following conditions:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Homeland Security Capital CORP), Stock Purchase Agreement (DJSP Enterprises, Inc.)
Conditions to Obligations of Seller. The obligations of Seller to consummate sell, transfer and convey the Assets and complete the related transactions contemplated by this Agreement shall be are subject to the fulfillment satisfaction or waiver (in the discretion of Seller with respect to the waiver of such conditions) by Seller’s waiver, at on or prior to the ClosingClosing Date, of each of the following conditions:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Vanguard Cellular Systems Inc), Asset Purchase Agreement (Vanguard Cellular Systems Inc)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject provided for hereby are subject, in the discretion of Seller, to the fulfillment or Seller’s waiversatisfaction, at on or prior to the ClosingClosing Date, of each of the following conditions, any of which may be waived by Seller:
Appears in 2 contracts
Samples: Securities Purchase Agreement (Mdi, Inc.), Securities Purchase Agreement (Mdi, Inc.)
Conditions to Obligations of Seller. The obligations of Seller to sell the Purchased Assets and to consummate the other transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each Closing Date (or the waiver in writing by Seller) of the following conditions:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Illinova Corp), Asset Purchase Agreement (Illinois Power Co)
