Conditions Precedent to the Obligations of Seller. The obligation of Seller to proceed with any Closing under this Agreement is subject to the fulfillment prior to or at the time of Closing of the following conditions with respect to Purchaser, any one or more of which may be waived in whole or in part by Seller:
Appears in 8 contracts
Samples: Asset Purchase Agreement (Balanced Care Corp), Asset Purchase Agreement (Balanced Care Corp), Asset Purchase Agreement (Balanced Care Corp)
Conditions Precedent to the Obligations of Seller. The obligation All obligations of Seller to proceed with any Closing under this Agreement is are subject to the fulfillment fulfillment, prior to or at the time Closing, of Closing each of the following conditions with respect to Purchaserconditions, any one or more all of which may be waived in whole or in part by Seller:.
Appears in 8 contracts
Samples: Purchase and Assumption Agreement (Select Bancorp, Inc.), Purchase and Assumption Agreement (New Century Bancorp Inc), Purchase and Assumption Agreement (Independent Bank Group Inc)
Conditions Precedent to the Obligations of Seller. The obligation obligations of Seller to proceed with any Closing under this Agreement is are subject to the fulfillment prior to or at the time of Closing each of the following conditions with respect to Purchaser, any one or more of which may be waived in whole or in part by Sellerbeing met:
Appears in 8 contracts
Samples: Agreement of Sale and Purchase (Xto Energy Inc), Sale and Purchase Agreement (Energen Corp), Agreement of Sale and Purchase (Petrohawk Energy Corp)
Conditions Precedent to the Obligations of Seller. The obligation obligations of Seller to proceed with any Closing under this Agreement is are subject to the fulfillment at or prior to or at the time Closing of Closing each of the following conditions with respect to Purchaser, any one or more of which may be waived in whole or in part by Sellerconditions:
Appears in 7 contracts
Samples: Asset Purchase Agreement (Meridian Corp), Asset Purchase Agreement (TriState Capital Holdings, Inc.), Asset Purchase Agreement (Atrinsic, Inc.)
Conditions Precedent to the Obligations of Seller. The obligation All of the obligations of Seller to proceed with any Closing under this Agreement is are subject to the fulfillment prior to or at the time Closing of Closing each of the following conditions with respect to Purchaserconditions, any one or more of which may be waived in whole or in part writing by Seller:
Appears in 6 contracts
Samples: Securities Purchase Agreement (Cognigen Networks Inc), Stock Purchase Agreement (Heng Fung Holdings Co LTD), Stock Purchase Agreement (Heng Fung Holdings Co LTD)
Conditions Precedent to the Obligations of Seller. The obligation obligations of Seller to proceed with any Closing under this Agreement is are subject to the fulfillment prior to fulfillment, at or at before the time of Closing Closing, of the following conditions with respect to Purchaser, (all or any one or more of which may be waived in whole or in part by Seller:Seller in its sole discretion):
Appears in 5 contracts
Samples: Stock Purchase Agreement, Securities Purchase Agreement (BATS Global Markets, Inc.), Securities Purchase Agreement (KCG Holdings, Inc.)
Conditions Precedent to the Obligations of Seller. The obligation obligations of Seller to proceed with any Closing under this Agreement is are subject to the fulfillment by Purchaser prior to or at the time Closing of Closing each of the following conditions with respect to Purchaserconditions, any one or more of which may be waived in whole or in part by Seller:
Appears in 5 contracts
Samples: Software and Asset Purchase Agreement (Backweb Technologies LTD), Asset Purchase Agreement (Terayon Communication Systems), Asset Purchase Agreement (Terayon Communication Systems)
Conditions Precedent to the Obligations of Seller. The obligation of Seller to proceed with any Closing perform its obligations under this Agreement is to be performed at Closing shall be, at the option of Seller, subject to the fulfillment satisfaction of the conditions set forth below on or prior to or at the time of Closing of the following Date. These conditions with respect to Purchaser, any one or more of which are for Seller’s sole benefit and may be waived by Seller at any time in whole or in part by Seller:its sole discretion.
Appears in 3 contracts
Samples: Agreement for Purchase and Sale of FCC Licenses, Agreement for Purchase and Sale of FCC Licenses (Sprint Corp), Partitioned License Purchase Agreement
Conditions Precedent to the Obligations of Seller. The obligation obligations of Seller to proceed with any Closing under consummate the transactions contemplated by this Agreement is shall be subject to the fulfillment prior to satisfaction, on or at before the time Closing, of Closing each and every one of the following conditions with respect to Purchaserconditions, all or any one or more of which may be waived waived, in whole or in part part, by SellerSeller for purposes of consummating such transactions:
Appears in 3 contracts
Samples: Stock Purchase Agreement (Energy West Inc), Stock Purchase Agreement (Energy West Inc), Stock Purchase Agreement (Energy West Inc)
Conditions Precedent to the Obligations of Seller. The obligation obligations of Seller to proceed with any Closing consummate the transactions contemplated under this Agreement is are subject to the fulfillment prior to or at the time of Closing each of the following conditions with respect to Purchaserconditions, any one or more and all of which may be waived in whole or in part by Seller, in its sole discretion:
Appears in 3 contracts
Samples: Asset Purchase Agreement (Rand Logistics, Inc.), Asset Purchase Agreement (Rand Logistics, Inc.), Asset Purchase Agreement (Rand Logistics, Inc.)
Conditions Precedent to the Obligations of Seller. The obligation All obligations of Seller to proceed with any Closing under this Agreement is are, at Seller's election, subject to the fulfillment fulfillment, prior to or at the time Closing, of Closing each of the following conditions with respect to Purchaser, any one or more of which may be waived in whole or in part by Sellerconditions:
Appears in 3 contracts
Samples: Purchase and Sale Agreement (Southern Mineral Corp), Purchase and Sale Agreement (Benz Energy LTD /Can/), Purchase and Sale Agreement (Benz Energy LTD /Can/)
Conditions Precedent to the Obligations of Seller. The obligation All obligations of Seller to proceed with any Closing under this Agreement is are subject to the fulfillment prior to fulfillment, before or at the time Closing, of Closing each of the following conditions with respect to Purchaserconditions, any one or more all of which may be waived in whole or in part in writing by Seller:.
Appears in 3 contracts
Samples: Branch Purchase and Assumption Agreement (Spirit of Texas Bancshares, Inc.), Branch Purchase and Assumption Agreement (Simmons First National Corp), Branch Purchase and Assumption Agreement (Simmons First National Corp)
Conditions Precedent to the Obligations of Seller. The obligation obligations of Seller to proceed with any Closing under this Agreement is shall be subject to the fulfillment prior to satisfaction (or at waiver in writing by Seller) on or before the time Closing of Closing each of the following conditions, and Buyer shall use reasonable efforts to cause each of such conditions with respect to Purchaser, any one or more of which may be waived in whole or in part by Sellersatisfied as promptly as practicable:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Agl Resources Inc), Stock Purchase Agreement (Agl Resources Inc)
Conditions Precedent to the Obligations of Seller. The obligation obligations of Seller to proceed with any Closing under this Agreement is are subject to the fulfillment prior to or at the time of Closing each of the following conditions with respect being met. Notwithstanding anything to Purchaserthe contrary contained herein, Seller shall have the right to waive all or any one or more part of each condition, which may be waived in whole or in part by is solely for Seller:’s benefit.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (GreenHunter Energy, Inc.), Purchase and Sale Agreement (GreenHunter Energy, Inc.)
Conditions Precedent to the Obligations of Seller. The obligation All obligations of Seller to proceed with any Closing under this Agreement is are subject to the fulfillment fulfillment, at or prior to or at the time Closing Date, of Closing each of the following conditions with respect to Purchaserconditions, any one or more all of which may be waived in whole or in part at or prior to the Closing Date by Seller:
Appears in 2 contracts
Samples: Sale Agreement (Teltronics Inc), Agreement of Sale (Telident Inc /Mn/)
Conditions Precedent to the Obligations of Seller. The obligation obligations. of the Seller to proceed with any Closing under this Agreement is are subject to the fulfillment satisfaction at or prior to or at the time Closing of Closing each of the following conditions with respect to Purchaser, (the fulfillment of any one or more of which may be waived in whole or in part writing by the Seller:):
Appears in 2 contracts
Samples: Asset Purchase Agreement (OccuLogix, Inc.), Asset Purchase Agreement (OccuLogix, Inc.)
Conditions Precedent to the Obligations of Seller. The obligation obligations of Seller to proceed with any Closing under this Agreement is shall be, at the option of Seller, subject to the fulfillment satisfaction of the conditions set forth below, on or prior to or at the time Closing Date. These conditions are solely for the benefit of Closing of the following conditions with respect to Purchaser, any one or more of which Seller and may be waived by Seller at any time in whole or in part by Seller:their sole discretion.
Appears in 2 contracts
Samples: Agreement for Purchase and Sale of Licenses (Lynch Interactive Corp), Agreement for Purchase and Sale of Licenses (Sunshine PCS Corp)
Conditions Precedent to the Obligations of Seller. The obligation of the Seller to proceed with any Closing under consummate the transactions described in this Agreement is and any and all liability of the Seller to the Buyer shall be subject to the fulfillment prior to on or at before the time of Closing closing of the following conditions with respect to Purchaserprecedent, any one or more each of which may be waived by the Seller in whole or in part by Sellerits sole discretion:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Neurmedix, Inc.), Asset Purchase Agreement (Neurmedix, Inc.)
Conditions Precedent to the Obligations of Seller. The obligation obligations of Seller to proceed with any Closing under sell the Assets and carry out the terms of this Agreement is are subject to the fulfillment satisfaction, at or prior to or at the time Closing, of Closing each of the following conditions with respect to Purchaserconditions, any one or more all of which may be waived in writing, in whole or in part part, by Seller:.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Pacer Health Corp), Asset Purchase Agreement (Pacer Health Corp)
Conditions Precedent to the Obligations of Seller. The obligation obligations of Seller to proceed with any Closing under consummate the transactions contemplated by this Agreement is at the Closing are subject to the fulfillment prior to or at the time of Closing of the following conditions with respect to Purchaserconditions, any one or more of which may be waived by Seller in whole or in part by Sellerthe manner provided for herein:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Biomeridan Corp), Asset Purchase Agreement (Altair International Inc)
Conditions Precedent to the Obligations of Seller. The obligation All obligations of Seller to proceed with any Closing under this Agreement is subject are subject, unless waived in a writing executed by Seller, to the fulfillment prior to or at the time of Closing each of the following conditions with respect to Purchaser, any one or more of which may be waived in whole or in part by Sellerconditions:
Appears in 1 contract
Conditions Precedent to the Obligations of Seller. The obligation obligations of Seller to proceed with any Closing under this Agreement is are subject to the fulfillment by Purchaser prior to or at the time Closing of Closing each of the following conditions with respect to Purchaserconditions, any one or more of which may be waived in whole or in part writing by Seller:.
Appears in 1 contract
Samples: Asset Purchase Agreement (Integrated Alarm Services Group Inc)
Conditions Precedent to the Obligations of Seller. The obligation obligations of the Seller to proceed with any Closing under this Agreement is shall be, at the option of the Seller, subject to the fulfillment satisfaction of the conditions set forth below, on or prior to or at the time of each respective Closing of the following Date. These conditions with respect to Purchaser, any one or more of which are for Seller's sole benefit and may be waived by Seller at any time in whole or in part by Seller:its sole discretion.
Appears in 1 contract
Samples: Agreement for Purchase and Sale of Licenses (Leap Wireless International Inc)
Conditions Precedent to the Obligations of Seller. The obligation obligations of Seller to proceed with any Closing under consummate this Agreement is are subject to the fulfillment prior to or at the time of Closing satisfaction of the following conditions with respect on or prior to Purchaserthe Closing Date, any one or more each of which may shall be waived deemed independent, severable and waivable in whole or in part by at the option of Seller:.
Appears in 1 contract
Conditions Precedent to the Obligations of Seller. The Seller’s obligation of Seller to proceed with any Closing sell the Assets and transfer the Liabilities under this Agreement is subject to the fulfillment fulfillment, prior to or at the time Closing, of Closing each of the following conditions with respect to Purchaserconditions, any one or more all of which may be waived in whole or in part by Seller:.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Community First Inc)
Conditions Precedent to the Obligations of Seller. The obligation obligations of Seller to proceed with any Closing under this Agreement is shall be subject to the fulfillment prior to satisfaction (or at waiver by Seller) on or before the time Closing, of Closing each of the following conditions, and Buyer shall use reasonable efforts to cause each of such conditions with respect (other than that set forth in Section 6.1) to Purchaser, any one or more of which may be waived in whole or in part by Sellersatisfied:
Appears in 1 contract
Conditions Precedent to the Obligations of Seller. The obligation obligations of Seller to proceed with any Closing under this Agreement is are subject to the fulfillment at or prior to or at the time Closing, of Closing each of the following conditions with respect conditions, and failure to Purchasersatisfy any such condition shall excuse and discharge all obligations of Seller to carry out the provisions of this Agreement, any one or more of which may be waived unless such failure is agreed to in whole or in part writing by Seller:
Appears in 1 contract
Conditions Precedent to the Obligations of Seller. The obligation obligations of Seller to proceed with any Closing under consummate and effect this Agreement is and the transactions contemplated hereby shall be subject to the fulfillment prior to or satisfaction at the time Closing of Closing each of the following conditions with respect to Purchaserconditions, any one or more of which may be waived waived, in whole or in part writing, exclusively by Seller:.
Appears in 1 contract
Samples: Asset Purchase Agreement (Imge Inc)
Conditions Precedent to the Obligations of Seller. The obligation obligations of Seller to proceed with any Closing under this Agreement is are subject to the fulfillment satisfaction on or prior to or at the time of Closing Date of the following conditions with respect to Purchaserconditions, any one or more of which may be waived in whole or in part by SellerSeller to the extent permitted by law:
Appears in 1 contract
Samples: Acquisition Agreement (Stancorp Financial Group Inc)
Conditions Precedent to the Obligations of Seller. The obligation obligations of Seller to proceed with any Closing under this Agreement is hereunder are subject to the fulfillment prior to or at the time of Closing of the following conditions with respect to Purchaserconditions, any one or more of which may be waived in whole or in part writing by the Seller:
Appears in 1 contract
Conditions Precedent to the Obligations of Seller. The obligation obligations of the Seller to proceed with any Closing under this Agreement is shall be, at the option of the Seller, subject to the fulfillment satisfaction of the conditions set forth below, on or prior to or at the time of Closing of the following Date. These conditions with respect to Purchaser, any one or more of which are for Seller’s sole benefit and may be waived by Seller at any time in whole or in part by Seller:their sole discretion.
Appears in 1 contract
Samples: Asset Purchase Agreement (Peoples Financial Corp /MS/)
Conditions Precedent to the Obligations of Seller. The obligation All obligations of Seller to proceed with any Closing under this Agreement is are subject to the fulfillment fulfillment, prior to or at as of the time Closing Date, of Closing each of the following conditions with respect to Purchaser, any one or more of which may be waived in whole or in part by Sellerconditions:
Appears in 1 contract
Samples: Agreement of Sale (Applied Cellular Technology Inc)
Conditions Precedent to the Obligations of Seller. The obligation obligations of Seller to proceed with any Closing under this Agreement is hereunder are subject to the fulfillment prior to or at the time of Closing of the following conditions with respect to Purchaserconditions, any one or more of which may be waived in whole or in part by Seller:
Appears in 1 contract
Conditions Precedent to the Obligations of Seller. The obligation obligations of Seller to proceed with any Closing under this Agreement is hereunder are subject to the fulfillment prior to or at the time of Closing of the following conditions with respect to Purchaserconditions, any one or more of which may be waived in whole or in part writing by Seller:
Appears in 1 contract
Samples: Stock Purchase Agreement (International Wire Group Inc)
Conditions Precedent to the Obligations of Seller. The All obligation of Seller to proceed with any Closing under this Agreement is are, at its option, subject to fulfillment of the fulfillment following condition prior to or at the time of closing.
a. Buyer shall have performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by Buyer prior to or at the Closing of the following conditions with respect to Purchaser, any one or more of which may be waived in whole or in part by Seller:Date.
Appears in 1 contract
Conditions Precedent to the Obligations of Seller. The obligation obligations of Seller to proceed with any Closing under this Agreement is subject to consummate the transactions contemplated hereby at Closing are subject, to the fulfillment fulfillment, at or prior to or at the time Closing, of Closing each of the following conditions with respect to Purchaserconditions, any one or more of which may be waived in whole or in part by Seller:
Appears in 1 contract
Conditions Precedent to the Obligations of Seller. The obligation obligations of Seller to proceed with any Closing under this Agreement is are subject to the fulfillment prior to or at the time of Closing satisfaction of the following conditions with respect to Purchaseras of the Closing Date, any one or more all of which may be waived by Seller in whole or in part by Seller:its sole discretion.
Appears in 1 contract
Samples: Asset Purchase Agreement (Si Diamond Technology Inc)
Conditions Precedent to the Obligations of Seller. The obligation All of the obligations of the Seller to proceed with any Closing under this Agreement is are subject to the fulfillment satisfaction of or waiver by Seller at or prior to or at the time Closing of Closing each and every one of the following conditions with respect to Purchaser, any one or more of which may be waived in whole or in part by Seller:conditions.
Appears in 1 contract
Conditions Precedent to the Obligations of Seller. The obligation All obligations of Seller to proceed with any Closing under this Agreement is shall be subject to the fulfillment prior to or at the time of Closing each of the following conditions, except to the extent any such conditions with respect to Purchaser, any one or more of which may be are expressly waived in whole writing by Seller at or in part by Seller:prior to the Closing.
Appears in 1 contract
Samples: Stock Purchase Agreement (Corning Natural Gas Holding Corp)
Conditions Precedent to the Obligations of Seller. The obligation All obligations of Seller to proceed with any Closing under this Agreement is are subject to the fulfillment fulfillment, prior to or at the time Closing, of Closing each of the following conditions with respect to Purchaser, any one or more of which may be waived in whole or in part by Sellerconditions:
Appears in 1 contract
Samples: Asset Purchase Agreement (Praegitzer Industries Inc)
Conditions Precedent to the Obligations of Seller. The obligation All obligations of Seller to proceed with any Closing under this Agreement is are subject to the fulfillment by Purchaser prior to or at the time of Closing of all of the following conditions with respect to Purchaser, set forth in this Section 6.2. Seller may waive any one or more all of which may be waived said conditions in whole or in part without prior notice; provided, however, that no such waiver of a condition shall constitute a waiver by Seller of any other condition or of Seller:'s other rights or remedies, at law or in equity.
Appears in 1 contract
Conditions Precedent to the Obligations of Seller. The obligation of Seller to proceed with any Closing under this Agreement is subject to the fulfillment prior to or at the time of Closing of the following conditions with respect to Purchaser, any one or more of which may be waived in whole or in part by Seller:.
Appears in 1 contract
Conditions Precedent to the Obligations of Seller. The obligation All obligations of the Seller to proceed with any Closing under this Agreement is are subject to the fulfillment fulfillment, prior to or at the time Closing, of Closing each of the following conditions with respect to Purchaserconditions, any one or more all of which may be waived in whole or in part by the Seller:.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Citizens Bancshares Corp /Ga/)
Conditions Precedent to the Obligations of Seller. The obligation obligations of Seller to proceed with any Closing consummate the sale of the LLC Interests and to perform its other obligations under this Agreement is Agreement, shall be subject to the fulfillment fulfillment, or waiver by Seller, at or prior to or at the time Closing Date, of Closing each of the following conditions with respect to Purchaser, (provided that any one or more of which may be waived in whole or in part such waiver by Seller:, to be effective, must be in writing and executed by it):
Appears in 1 contract
Samples: Stock Purchase Agreement (Salona Global Medical Device Corp)