CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE. The obligations of Buyer to purchase the Assets under this Agreement are subject to the satisfaction, at or before the Closing, of all the conditions set out below in this Article 9. Buyer may waive any or all of these conditions in accordance with Section 15.2 hereof, provided however, that no such waiver of a condition shall constitute a waiver by Buyer of any of its other rights or remedies, at law or in equity, if Seller shall be in default of any of its representations, warranties or covenants under this Agreement.
Appears in 5 contracts
Samples: Asset Purchase Agreement (Chequemate International Inc), Asset Purchase Agreement (Chequemate International Inc), Asset Purchase Agreement (Chequemate International Inc)
CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE. The obligations of Buyer to purchase the Assets under this Agreement are subject to the satisfaction, at or before the Closing, of all the conditions set out below in this Article 9below. Buyer may waive any or all of these conditions in accordance with Section 15.2 hereofwhole or in part, provided provided, however, that no such waiver of a condition shall constitute a waiver by Buyer of any of its other rights or remedies, at law or in equity, if Seller shall be in default of any of its representationsrepresentation, warranties warranty or covenants covenant under this Agreement.
Appears in 3 contracts
Samples: Purchase and Sale Agreement (Modern Medical Modalities Corp), Purchase and Sale Agreement (Modern Medical Modalities Corp), Purchase and Sale Agreement (Modern Medical Modalities Corp)
CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE. The obligations of Buyer to purchase the Assets under this Agreement are subject to the satisfaction, at or before the Closing, of all the conditions set out below in this Article 9. Buyer may waive any or all of these conditions in accordance with Section 15.2 14.2 hereof, provided however, that no such waiver of a condition shall constitute a waiver by Buyer of any of its other rights or remedies, at law or in equity, if Seller shall be in default of any of its representations, warranties or covenants under this Agreement.
Appears in 3 contracts
Samples: Asset Purchase Agreement (B2Digital, Inc.), Asset Purchase Agreement (Telecommunication Products Inc), Asset Purchase Agreement (Telecommunication Products Inc)
CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE. The obligations of Buyer to purchase the Assets under this Agreement are subject to the satisfaction, at or before the Closing, of all the conditions set out below in this Article 9. Buyer may waive any or all of these conditions in accordance with Section 15.2 14.2 hereof; provided, provided however, that no such waiver of a condition shall constitute a waiver by Buyer of any of its other rights or remedies, at law or in equity, if Seller Selling Parties shall be in default of any of its representations, warranties warranties, or covenants under this Agreement, unless the waiver explicitly provides otherwise.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Ski LTD), Asset Purchase Agreement (Fibreboard Corp /De)
CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE. The obligations of each Buyer to purchase the Assets under this Agreement are subject to the satisfaction, at or before the Closing, of all the conditions set out forth below in this Article 9Section 5. Each Buyer may severally, on its own behalf, waive any or all of these conditions in accordance with Section 15.2 hereofwhole or in part without prior notice; provided, provided however, that no such waiver of a condition shall constitute a waiver by such Buyer of any of its other rights or remedies, at law or in equity, if Seller shall be in default of any of its representations, warranties or covenants under this Agreement.
Appears in 2 contracts
Samples: Stock Purchase and Sale Agreement (Icu Medical Inc/De), Stock Purchase and Sale Agreement (Icu Medical Inc/De)
CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE. The obligations of Buyer to purchase the Assets under this Agreement are subject to the satisfaction, at or before the Closing, of all the conditions set out below in this Article 9following conditions. Buyer may waive any or all of these conditions in accordance with Section 15.2 hereofwhole or in part without prior notice; provided, provided however, that no such waiver of a condition shall constitute a waiver by Buyer of any of its other rights or remedies, at law or in equity, if Seller shall be in default of any of its representations, warranties or covenants under this Agreement.
Appears in 2 contracts
Samples: Stock Purchase and Sale Agreement (Unrivaled Brands, Inc.), Membership Interest Purchase and Sale Agreement (Unrivaled Brands, Inc.)
CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE. The obligations of Buyer to purchase the Assets under this Agreement are subject to the satisfaction, at or before the Closing, of all the conditions set out below in this Article 9VII. Buyer may waive any or all of these conditions in accordance with Section 15.2 hereofwhole or in part without prior notice; provided, provided however, that no such waiver of a condition shall constitute a waiver by Buyer of any of its other rights or remedies, at law or in equity, if Seller shall be is in default of any of its representations, warranties or covenants under this Agreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Rimage Corp), Asset Purchase Agreement (Rimage Corp)
CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE. The obligations of Buyer to purchase the Acquired Assets under this Agreement agreement are subject to the satisfaction, at or before the Closing, of all the conditions set out below in this Article 9article. Buyer may waive any or all of these conditions in accordance with Section 15.2 hereofwhole or in part without prior notice; provided, provided however, that no such waiver of a condition shall constitute a waiver by Buyer of any of its other rights or remedies, at law or in equity, if Seller any Shareholder or Company shall be in default of any of its their representations, warranties warranties, or covenants under this Agreementagreement.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Organic to Go Food CORP), Purchase and Sale Agreement (Organic to Go Food CORP)
CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE. The obligations of Buyer to purchase the Assets under this Agreement are subject to the satisfaction, at or before the Closing, of all the conditions set out below in this Article 9. Buyer may waive any or all of these conditions in accordance with Section 15.2 13.2 hereof; provided, provided however, that no such waiver of a condition shall constitute a waiver by Buyer of any of its their other rights or remedies, at law or in equity, if the Seller shall be in default of any of its representations, warranties or covenants under this Agreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement (New York Regional Rail Corp), Asset Purchase Agreement (New York Regional Rail Corp)
CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE. The obligations of Buyer to purchase the Assets under this Agreement are subject to the satisfaction, at or before the Closing, of all the conditions set out below forth in this Article 9. Buyer may waive any or all of these conditions in accordance with Section 15.2 hereof; provided, provided however, that no such waiver of a condition shall constitute a waiver by Buyer of any of its other rights or remedies, at law or in equity, if Seller shall be in default of any of its representations, warranties or covenants under this Agreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Healthdesk Corp), Asset Purchase Agreement (Patient Infosystems Inc)
CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE. The obligations obligation of Buyer to purchase consummate the Assets under transactions contemplated by this Agreement are is subject to the satisfaction, at or before the Closing, Closing of all the conditions set out below in this Article 9IV. Buyer may waive in writing any or all of these conditions conditions, in accordance with Section 15.2 hereofwhole or in part, provided without prior notice; provided, however, that no such waiver of a condition shall constitute a waiver by Buyer of any of its other rights or remedies, at law or in equity, if Seller shall be in default of any of its representations, warranties the representations or covenants under this Agreement.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Jaymark Inc), Purchase and Sale Agreement (Jaymark Inc)
CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE. The obligations of Buyer to purchase the Assets under this Agreement are subject to the satisfaction, at or before the Closing, of all the conditions set out below in this Article 9. Buyer may waive any or all of these conditions in accordance with Section 15.2 14.2 hereof; provided, provided however, that no such waiver of a condition shall constitute a waiver by Buyer of any of its other rights or remedies, at law or in equity, if Seller Selling Parties shall be in default of any of its their representations, warranties or covenants under this Agreement.
9.1 [INTENTIONALLY OMITTED]
Appears in 1 contract
Samples: Asset Purchase Agreement (Proxymed Inc /Ft Lauderdale/)
CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE. The obligations of Buyer to purchase the Assets Stock under this Agreement are subject to the satisfaction, at or before the Closing, of all the conditions set out below in this Article 98. Buyer may waive any or all of these conditions in accordance with Section 15.2 hereofconditions; provided, provided however, that no such waiver by proceeding with the Closing the Purchasing Parties shall waive all of a condition shall constitute a waiver by Buyer of any of its other their rights or remedies, at law or in equity, if for any Seller shall be in default of any of its representations, warranties warranties, or covenants under this AgreementAgreement which is within Buyer's Knowledge prior to or as of the Closing.
Appears in 1 contract
Samples: Stock Purchase Agreement (Booth Creek Ski Holdings Inc)
CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE. The obligations obligation of Buyer to purchase the Purchased Assets from the Seller under this Agreement are is subject to the satisfaction, at or before the Closing, of all the conditions set out below forth in this Article 9IX. Buyer may waive any or all of these conditions in accordance with Section 15.2 hereof, provided however, that no such waiver of a condition shall constitute a waiver by Buyer of any of its other rights or remedies, at law whole or in equitypart, if Seller shall be but only in default of any of its representations, warranties or covenants under this Agreementwriting.
Appears in 1 contract
Samples: Asset Purchase Agreement (Jpe Inc)
CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE. The obligations of Buyer to purchase the Assets under this Agreement agreement are subject to the satisfaction, at or before the Closing, of all the conditions set out below in this Article 9Section 7. Buyer may waive any or all of these conditions in accordance with Section 15.2 hereofwhole or in part without prior notice; provided, provided however, that no such waiver of a condition shall constitute constitutes a waiver by Buyer of any of its other rights or remedies, at law or in equity, if Seller shall be is in default of any of its Seller's representations, warranties warranties, or covenants under this Agreementagreement.
Appears in 1 contract
CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE. The obligations obligation of Buyer Buyers to purchase the Subject Assets under this Agreement are subject to the satisfaction, at or before the Closing, of all the conditions set out below in this Article 9Article. Buyer Buyers may waive any or all of these conditions in accordance with Section 15.2 hereofconditions; provided, provided however, that no such waiver of a condition shall constitute a waiver by Buyer Buyers of any of its other rights or remedies, at law or in equity, if Seller shall be in default of any of its their representations, warranties or covenants under this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (New Frontier Media Inc /Co/)
CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE. The obligations of Buyer to purchase the Assets under this Agreement are subject to the satisfaction, at or before the Closing, of all the conditions set out below in this Article 9. Buyer may waive any or all of these conditions in accordance with Section 15.2 14.2 hereof, ; provided however, that no such waiver of a condition shall constitute a waiver by Buyer of any of its other rights or remedies, at law or in equity, if Seller Selling Parties shall be in default of any of its representations, warranties or covenants under this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Chequemate International Inc)
CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE. The obligations of Buyer to purchase the Assets Shares under this Agreement are subject to the satisfaction, at or before the Closing, of all the conditions set out forth below in this Article 9Paragraph 6. Buyer may waive any or all of these conditions in accordance with Section 15.2 hereofwhole or in part without prior notice; provided, provided however, that no such waiver of a condition shall constitute a waiver by Buyer of any of its other rights or remedies, at law or in equity, if Seller Shareholder or Corporation shall be in default of any of its their respective or joint representations, warranties warranties, or covenants under this Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Hawker Pacific Aerospace)
CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE. INTRODUCTION: The obligations of Buyer to purchase the Assets under this Agreement agreement are subject to the satisfaction, at or before the Closingclosing, of all the conditions set out below in this Article 9following conditions. Buyer may waive any or all of these conditions in accordance with Section 15.2 hereofwhole or in part without prior notice, provided provided, however, that no such waiver of a condition shall constitute constitutes a waiver by Buyer of any of its other rights or remedies, at law or in equity, if Seller shall should be in default of any of its representations, warranties warranties, or covenants under this Agreementagreement.
Appears in 1 contract
Samples: Franchise Purchase Agreement (San Diego Soccer Development Corp)
CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE. The obligations of Buyer to purchase the Assets Shares under this Agreement are subject to the satisfaction, at or before the Closingclosing, of all the conditions set out below in this Article 9paragraph. Buyer may waive any or all of these conditions in accordance with Section 15.2 hereofwhole or in part without prior notice; provided, provided however, that no such waiver of a condition shall will constitute a waiver by Buyer of any of its other rights or remedies, at law or in equity, if Seller shall be Shareholders or Corporation are in default of any of its their representations, warranties warranties, or covenants under this Agreement.
Appears in 1 contract
Samples: Purchase and Sale of Stock (American Fire Retardant Corp)
CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE. The obligations obligation of Buyer to purchase the Assets Shares under this Agreement are is subject to the complete satisfaction, at or before the Closingclosing, of all of the conditions set out below forth in this Article 9Section 8. Buyer may waive any or all of these conditions in accordance with Section 15.2 hereofconditions; provided, provided however, that no such waiver of a condition shall constitute a waiver by Buyer of any of its other rights or remedies, at law or in equity, if Seller shall be in default of any of its representations, warranties or covenants under this AgreementAgreements.
Appears in 1 contract
Samples: Stock Purchase and Sale Agreement (Infonow Corp /De)
CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE. The obligations of Buyer to purchase the Assets under this Agreement are subject to the satisfaction, at or before the Closing, of all the conditions set out below in this Article 9. 9 Buyer may waive any or all of these conditions in accordance with Section 15.2 14.2 hereof; provided, provided however, that no such waiver of a condition shall constitute a waiver by Buyer of any of its other rights or remedies, at law or in equity, if Seller Selling Parties shall be in default of any of its their representations, warranties or covenants under this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Proxymed Inc /Ft Lauderdale/)
CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE. The obligations of Buyer to purchase the Assets under this Agreement are subject to the satisfaction, at or before the Closing, of all the conditions set out below in this Article 910. Buyer may waive any or all of these conditions in accordance with Section 15.2 hereof, ; provided however, that no such waiver of a condition shall constitute a waiver by Buyer of any of its other rights or remedies, at law or in equity, if Seller Selling Parties shall be in default of any of its representations, warranties or covenants under this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Dynatec International Inc)
CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE. The obligations of Buyer to purchase the Assets Shares under this Agreement are subject to the satisfaction, at or before the Closing, of all the conditions set out below forth in this Article 9Section. Buyer may waive in writing any or all of these conditions in accordance with Section 15.2 hereofwhole or in part without prior notice; provided, provided however, that no such waiver of a condition shall constitute a waiver by Buyer of any of its other rights or remedies, at law or in equity, if Seller shall be in default of any of its representations, warranties warranties, or covenants under this Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Tempus Applied Solutions Holdings, Inc.)
CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE. The obligations of Buyer to purchase the Assets under this Agreement are subject to the satisfaction, at or before the Closing, of all the conditions set out below in this Article 9Section 11. Buyer may waive any or all of these conditions in accordance with Section 15.2 hereofwhole or in part in writing, provided however, that no and such waiver of a condition shall constitute be a waiver by Buyer of any of its other rights or remedies, at law or in equity, if Seller shall be in default of any of its representations, warranties or covenants under this Agreementfor all purposes hereunder.
Appears in 1 contract
CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE. The obligations of Buyer to purchase the Assets under this Agreement are subject to the satisfaction, at or before the ClosingClosing Date, of all the conditions set out below forth in this Article 9Section. Buyer may waive any or all of these conditions in accordance with Section 15.2 hereofwhole or in part without prior notice; provided, provided however, that no such waiver of a condition shall constitute a waiver by Buyer of any of its other rights or remedies, at law or in equity, if Seller shall be in default of any of its their representations, warranties or covenants under this Agreement.
Appears in 1 contract
CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE. The obligations of Buyer to purchase the Assets under this Agreement and pay the Purchase Price are subject to the satisfaction, at or before the Closing, of all the conditions set out below in this Article 9. Buyer may waive any or all of these conditions in accordance with Section 15.2 13.6 hereof; provided, provided however, that no such waiver of a condition (other than a waiver of Section 9.1 in a particular case) shall constitute a waiver by Buyer of any of its other rights or remedies, at law or in equity, if Seller Selling Parties shall be in default of any of its their representations, warranties or covenants under this Agreement.
Appears in 1 contract
CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE. The obligations of Buyer to purchase the Assets under this Agreement are subject to the satisfaction, at or before the Closing, of all the conditions set out below in this Article 9Article. Buyer may waive any or all of these conditions in accordance with Section 15.2 hereofwriting, provided provided, however, that no such waiver of a condition shall constitute a waiver by Buyer of any of its other rights or remedies, at in law or in equity, if Seller shall be in default of any of its representations, warranties or covenants under this Agreement.
Appears in 1 contract
CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE. The obligations of Buyer to purchase the Assets Stock under this Agreement are subject to the satisfaction, at or before the Closing, of all the conditions set out below in this Article 9. Buyer may waive any or all of these conditions in accordance with Section 15.2 14.2 hereof; provided, provided however, that subject to Section 16.4, no such waiver of a condition shall constitute a waiver by Buyer of any of its other rights or remedies, at law or in equity, if Seller Selling Parties shall be in default of any of its their representations, warranties or covenants under this Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Proxymed Inc /Ft Lauderdale/)
CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE. The obligations of Buyer to purchase the Assets under this Agreement are subject to the satisfaction, at or before the Closing, of all the conditions set out below in this Article 9. Buyer may waive any or all of these conditions in accordance with Section 15.2 14.2 hereof, ; provided however, that no such waiver of a condition shall constitute a waiver by Buyer of any of its other rights or remedies, at law or in equity, if The Seller shall be in default of any of its representations, warranties or covenants under this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Chequemate International Inc)
CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE. The obligations of Buyer to purchase the Assets and the Stock under this Agreement agreement are subject to the satisfaction, at or before the Closing, of all the conditions set out below in this Article 9Six. The Buyer may waive any or all of these conditions in accordance with Section 15.2 hereofwhole or in part without prior notice; provided, provided however, that no such waiver of a condition shall constitute a waiver by the Buyer of any of its other rights or remedies, at law or in equity, if Seller the Selling Parties shall be in default of any of its their representations, warranties warranties, or covenants under this Agreementagreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Meadowbrook Rehabilitation Group Inc)
CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE. The obligations of Buyer to purchase the Assets under this Agreement are subject to the satisfaction, at or before the Closing, of all the conditions set out our below in this Article 96. Buyer may waive any or all of these conditions in accordance with Section 15.2 hereofwhole or in part without prior notice; provided, provided however, that no such waiver of a condition shall constitute a waiver by Buyer of any of its other rights or remedies, at law or in equity, if Seller shall be in default of any of its representations, warranties or covenants under this Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Paradigm Technology Inc /De/)
CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE. The obligations of Buyer to purchase the Acquired Assets under this Agreement are subject to the satisfaction, at or before the Closing, of all the conditions set out below in this Article 9. Buyer may waive any or all of these conditions in accordance with Section 15.2 14.2 hereof; provided, provided however, that no such waiver of a condition shall constitute a waiver by Buyer of any of its other rights or remedies, at law or in equity, if Seller Company shall be in default of any of its representations, warranties or covenants under this AgreementAgreement at Company’s expense.
Appears in 1 contract
Samples: Asset Purchase Agreement (Proxymed Inc /Ft Lauderdale/)