Common use of Conditions to Buyer’s Obligation to Close Clause in Contracts

Conditions to Buyer’s Obligation to Close. Buyer’s and Buyer Designee’s obligations to consummate the Closing and to take the other actions contemplated by this Agreement at Closing are subject to the satisfaction or (to the extent permitted by applicable Law) waiver in writing by Buyer, on behalf of itself and Buyer Designee, in its sole and absolute discretion, at or prior to the Closing, of each of the following conditions set forth in this Article 8.

Appears in 4 contracts

Samples: Interest Purchase Agreement, Interest Purchase Agreement (Erp Operating LTD Partnership), Interest Purchase Agreement (Lehman Brothers Holdings Inc)

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Conditions to Buyer’s Obligation to Close. Buyer’s and ‌ The obligations of Buyer Designee’s obligations to consummate effect the Closing and to take the other actions transactions contemplated by in this Agreement at Closing are subject to the satisfaction or (to the extent permitted waiver by applicable Law) waiver in writing by Buyer, Buyer on behalf of itself and Buyer Designee, in its sole and absolute discretion, at or prior to the Closing, Closing Date of each of the following conditions set forth in this Article 8.conditions:

Appears in 4 contracts

Samples: Asset Purchase and Sale Agreement, Asset Purchase and Sale Agreement, Asset Purchase and Sale Agreement

Conditions to Buyer’s Obligation to Close. Buyer’s and The obligation of Buyer Designee’s obligations to consummate the Closing and to take the other actions transactions contemplated by this Agreement at on the Closing are Date shall be subject to the satisfaction or (to the extent permitted by applicable Law) waiver in writing by Buyer, on behalf of itself and Buyer Designee, in its sole and absolute discretion, at or prior to the Closing, of each of the following conditions set forth in this Article 8.SECTION 9, unless waived by Buyer:

Appears in 4 contracts

Samples: Agreement of Purchase and Sale (Sports Club Co Inc), Agreement of Purchase and Sale (Sports Club Co Inc), Agreement of Purchase and Sale (Sports Club Co Inc)

Conditions to Buyer’s Obligation to Close. Buyer’s and The obligations of Buyer Designee’s obligations to consummate the Closing and to take the other actions transactions contemplated by this Agreement at Closing are subject to the satisfaction or (to the extent permitted by applicable Law) waiver in writing by Buyersatisfaction, on behalf of itself and Buyer Designee, in its sole and absolute discretion, at or prior to before the ClosingClosing Date, of each of the following conditions set forth conditions, unless otherwise waived in this Article 8.writing by Buyer:

Appears in 3 contracts

Samples: Asset Purchase and Sale Agreement (Robotic Vision Systems Inc), Asset Purchase and Sale Agreement (Robotic Vision Systems Inc), Asset Sale and Purchase Agreement (Orbital Sciences Corp /De/)

Conditions to Buyer’s Obligation to Close. Buyer’s and The obligations of the Buyer Designee’s obligations to consummate complete the Closing and to take the other actions contemplated by under this Agreement at Closing are subject to the satisfaction or (to the extent permitted by applicable Law) waiver in writing by Buyer, on behalf of itself and Buyer Designee, in its sole and absolute discretion, at or prior to the Closing, of each fulfillment of the following conditions set forth in this Article 8.conditions:

Appears in 3 contracts

Samples: Stock Purchase Agreement (Case Stephen M), Stock Purchase Agreement (Case Stephen M), Stock Purchase Agreement (Harry Weinberg Family Foundation Inc)

Conditions to Buyer’s Obligation to Close. Buyer’s and The obligations of Buyer Designee’s obligations to consummate the Closing and to take the other actions transactions contemplated by this Agreement at Closing are subject to the satisfaction or (to the extent permitted by applicable Law) waiver in writing by Buyer, on behalf of itself and Buyer Designee, in its sole and absolute discretion, at or prior to the Closing, Closing Date of each all of the following conditions set forth conditions, any one or more of which may be waived by Buyer in this Article 8.writing:

Appears in 2 contracts

Samples: Stock Purchase Agreement, Stock Purchase Agreement (Biotime Inc)

Conditions to Buyer’s Obligation to Close. Buyer’s and The obligation of the Buyer Designee’s obligations to consummate the Closing and to take the other actions transactions contemplated by this Agreement at Closing are shall be subject to the satisfaction or (to the extent permitted by applicable Law) waiver in writing by Buyerand fulfillment, on behalf of itself and Buyer Designee, in its sole and absolute discretion, at or prior to and on the ClosingClosing Date, of each of the following express conditions set forth in this Article 8.precedent:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Arts Way Manufacturing Co Inc), Asset Purchase Agreement (Arts Way Manufacturing Co Inc)

Conditions to Buyer’s Obligation to Close. Buyer’s and The obligation of Buyer Designee’s obligations to consummate the Closing and to take the other actions transactions contemplated by this Agreement at Closing are is subject to the satisfaction or (to the extent permitted by applicable Law) waiver in writing by Buyer, on behalf of itself and Buyer Designee, in its sole and absolute discretion, at or prior to the Closing, of each fulfillment of the following conditions set forth in this Article 8.as of the Closing Date:

Appears in 2 contracts

Samples: Stock Purchase Agreement (US Highland, Inc.), Stock Purchase Agreement (US Highland, Inc.)

Conditions to Buyer’s Obligation to Close. Buyer’s and Buyer Designee’s obligations obligation to consummate effect the Closing and to take the other actions transactions contemplated by this Agreement at Closing are shall be subject to the satisfaction or (to the extent permitted by applicable Law) waiver in writing by Buyer, on behalf of itself and Buyer Designee, in its sole and absolute discretion, at or prior to the Closing, Closing Date of each all of the following conditions (it being understood and agreed that no such waiver of any condition set forth in herein shall constitute a waiver of any rights or remedies that Buyer may have under this Article 8.Agreement with respect to the facts and circumstances giving rise to the failure of such condition to be satisfied):

Appears in 2 contracts

Samples: Asset Purchase Agreement (Carriage Services Inc), Stock Purchase Agreement (Carriage Services Inc)

Conditions to Buyer’s Obligation to Close. Buyer’s and The obligations of Buyer Designee’s obligations to consummate effect the Closing and to take the other actions transactions contemplated by in this Agreement at Closing are subject to the satisfaction or (to the extent permitted waiver by applicable Law) waiver in writing by Buyer, Buyer on behalf of itself and Buyer Designee, in its sole and absolute discretion, at or prior to the Closing, Closing Date of each of the following conditions set forth in this Article 8.conditions:

Appears in 2 contracts

Samples: Asset Purchase and Sale Agreement, Asset Purchase and Sale Agreement

Conditions to Buyer’s Obligation to Close. The Buyer’s and Buyer Designee’s obligations obligation to consummate the Closing and to take the other actions transactions contemplated by this Agreement at Closing are herein shall be subject to the satisfaction or (to the extent permitted written waiver by applicable Law) waiver in writing by Buyer, Buyer on behalf of itself and Buyer Designee, in its sole and absolute discretion, at or prior to the ClosingClosing Date, of each of the following conditions set forth in this Article 8.conditions:

Appears in 2 contracts

Samples: Purchase Agreement (Barr Pharmaceuticals Inc), Purchase Agreement (Borland Software Corp)

Conditions to Buyer’s Obligation to Close. Buyer’s and Buyer Designee’s obligations 's obligation to consummate the transactions contemplated hereby with respect to any applicable Closing and to take the other actions contemplated by this Agreement at Closing are Site is subject to the satisfaction or (to the extent permitted by applicable Law) waiver in writing by Buyer, on behalf of itself and Buyer Designee, in its sole and absolute discretion, at or prior to the Closing, each Closing Date (unless otherwise provided below) of each of the following conditions set forth conditions, any or all of which may be waived in this Article 8.whole or in part by Buyer:

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Grupo Iusacell Celular Sa De Cv), Purchase and Sale Agreement (Grupo Iusacell Sa De Cv)

Conditions to Buyer’s Obligation to Close. Buyer’s and The obligation of Buyer Designee’s obligations to consummate the Closing and to take the other actions transactions contemplated by this Agreement at Closing are shall be subject to the satisfaction (or (to the extent permitted by applicable Law) waiver in writing by Buyer, on behalf of itself and Buyer Designee, in its sole and absolute discretionXxxxx), at or prior to the Closing, of each of the following conditions set forth in this Article 8.conditions:

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (NGL Energy Partners LP), Membership Interest Purchase Agreement (NGL Energy Partners LP)

Conditions to Buyer’s Obligation to Close. Buyer’s and Buyer Designee’s obligations obligation to consummate effect the Closing and to take the other actions transactions contemplated by this Agreement at Closing are shall be subject to the satisfaction or (to the extent permitted by applicable Law) waiver in writing by Buyer, on behalf of itself and Buyer Designee, in its sole and absolute discretion, at or prior to the Closing, Closing Date of each all of the following conditions set forth in this Article 8.conditions:

Appears in 1 contract

Samples: Asset Purchase Agreement (Teradata Corp /De/)

Conditions to Buyer’s Obligation to Close. Buyer’s and Buyer Designee’s obligations obligation to consummate the Closing and to take the other actions transactions contemplated by this Agreement at Closing are shall be subject to the satisfaction or (to the extent permitted by applicable Law) waiver in writing by Buyer, on behalf of itself and Buyer Designee, in its sole and absolute discretion, at or prior to the ClosingClosing Date, of each all of the following conditions set forth in this Article 8.conditions:

Appears in 1 contract

Samples: Purchase Agreement (Unitedglobalcom Inc)

Conditions to Buyer’s Obligation to Close. Buyer’s and The obligation of Buyer Designee’s obligations to consummate the Closing and to take the other actions transactions contemplated by this Agreement is subject, at Closing are subject the option of Buyer, to the satisfaction or (to the extent permitted by applicable Law) waiver in writing by Buyer, on behalf of itself and Buyer Designee, in its sole and absolute discretion, at or prior to the Closing, of each of the following conditions set forth described in this Article 8Sections 9.1, 9.2, 9.3 and 9.4 (collectively, the "Buyer's Closing Conditions").

Appears in 1 contract

Samples: Asset Purchase Agreement (Foster L B Co)

Conditions to Buyer’s Obligation to Close. Buyer’s and Buyer Designee’s obligations obligation to consummate the Closing and to take the other actions transactions contemplated by this Agreement at Closing are shall be subject to the satisfaction or (to the extent permitted by applicable Law) waiver in writing by Buyer, on behalf of itself and Buyer Designee, in its sole and absolute discretion, at or prior to the Closing, Closing Date of each all of the following conditions set forth conditions, any one of which may be waived by Buyer in this Article 8.its sole discretion:

Appears in 1 contract

Samples: Securities Purchase Agreement (National General Holdings Corp.)

Conditions to Buyer’s Obligation to Close. Buyer’s and The obligation of Buyer Designee’s obligations to consummate the Closing and to take the other actions contemplated by perform this Agreement at Closing are is subject to the satisfaction or (to the extent permitted by applicable Law) waiver in writing by Buyer, on behalf of itself and Buyer Designee, in its sole and absolute discretionsatisfaction, at or prior to before the Closing, of each of the following conditions set forth in this Article 8.Section 6.1 (unless waived by Buyer in writing):

Appears in 1 contract

Samples: Stock Purchase Agreement (Reliant Building Products Inc)

Conditions to Buyer’s Obligation to Close. Buyer’s and Buyer Designee’s obligations Buyers' obligation to consummate the Closing and to take the other actions transactions contemplated by this Agreement at Closing are hereby will be subject to the satisfaction or (following conditions to the extent permitted by applicable Law) waiver in writing by Buyer, be satisfied on behalf of itself and Buyer Designee, in its sole and absolute discretion, at or prior to the Closing, of each of the following conditions set forth in this Article 8.Closing Date:

Appears in 1 contract

Samples: Stock Purchase Agreement (U S Realtel Inc)

Conditions to Buyer’s Obligation to Close. Buyer’s and Buyer Designee’s obligations 's obligation to consummate the Closing and to take the other actions contemplated by this Agreement at Closing are Transactions shall be subject to the satisfaction or (to the extent permitted by applicable Law) waiver in writing by Buyer, on behalf of itself and Buyer Designee, in its sole and absolute discretion, at or prior to the Closing, Closing Date of each all of the following conditions set forth in this Article 8.conditions:

Appears in 1 contract

Samples: Recapitalization Agreement (Huntsman Packaging Corp)

Conditions to Buyer’s Obligation to Close. Buyer’s and The obligation of Buyer Designee’s obligations to consummate the Closing and to take the other actions contemplated by Close under this Agreement at Closing are is subject to the satisfaction or (to the extent permitted by applicable Law) waiver in writing by Buyer, on behalf of itself and Buyer Designee, in its sole and absolute discretion, at or prior to the Closing, of each of the following conditions set forth (any one of which may, at the option of Buyer, be waived in this Article 8writing by Buyer) existing on the Closing Date, or such earlier date as the context may require.

Appears in 1 contract

Samples: Stock Acquisition Agreement (Bitzio, Inc.)

Conditions to Buyer’s Obligation to Close. Buyer’s and Buyer Designee’s obligations 's obligation to consummate the Closing and to take the other actions transactions contemplated by this Agreement at Closing hereunder are subject to contingent upon the satisfaction or (to the extent permitted by applicable Law) waiver in writing by Buyer, on behalf of itself and Buyer Designee, in its sole and absolute discretion, at or prior to the Closing, Closing Date of each of the following conditions set forth conditions, any of which may be waived by Buyer, in this Article 8.whole or in part, in its absolute discretion, at any time or from time to time prior to the Closing: SECTION 5.1

Appears in 1 contract

Samples: Asset Purchase Agreement (Georgia Pacific Corp)

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Conditions to Buyer’s Obligation to Close. Buyer’s and The obligations of Buyer Designee’s obligations to consummate effect the Closing and to take the other actions transactions contemplated by in this Agreement at Closing are subject to the satisfaction or (to the extent permitted by applicable Law) waiver in writing by Buyer, on behalf of itself and Buyer Designee, in its sole and absolute discretion, at or prior to the ClosingClosing Date, or waiver by Buyer, of each of the following conditions set forth (in this Article 8.each case on terms satisfactory to the Buyer acting reasonably):

Appears in 1 contract

Samples: Share and Asset Purchase Agreement (Channell Commercial Corp)

Conditions to Buyer’s Obligation to Close. Buyer’s and The obligation of Buyer Designee’s obligations to consummate the Closing and to take the other actions transactions contemplated by this Agreement at Closing are shall be subject to the satisfaction satisfaction, or (to the extent permitted by applicable Law) waiver in writing by Buyer, on behalf of itself and Buyer Designee, in its sole and absolute discretion, at or prior to the Closing, Closing Date of each of the following conditions set forth in this Article 8.conditions:

Appears in 1 contract

Samples: Membership Interests Purchase Agreement (Newpark Resources Inc)

Conditions to Buyer’s Obligation to Close. Buyer’s and Buyer Designee’s obligations Buyers' obligation to consummate the Closing and to take the other actions contemplated by close under this Agreement at Closing are is subject to the satisfaction or (to fulfillment on the extent permitted by applicable Law) waiver in writing by Buyer, on behalf of itself and Buyer Designee, in its sole and absolute discretion, at or prior to the ClosingClosing Date, of each of the following conditions set forth (except to the extent that Buyers shall have hereafter agreed in this Article 8.writing to waive one or more of such conditions):

Appears in 1 contract

Samples: Purchase and Sale Agreement (Hs Resources Inc)

Conditions to Buyer’s Obligation to Close. Buyer’s and The obligation of Buyer Designee’s obligations to consummate the Closing and to take the other actions transactions contemplated by this Agreement at Closing are is subject to the satisfaction or (to the extent permitted by applicable Law) waiver in writing by Buyer, on behalf of itself and Buyer Designee, in its sole and absolute discretionsatisfaction, at or prior to before the Closing, of each of the following conditions set forth in this Article 8.Section 5.1:

Appears in 1 contract

Samples: Share Exchange Agreement (Travelcenters of America Inc)

Conditions to Buyer’s Obligation to Close. Buyer’s and Buyer Designee’s obligations obligation to consummate the Closing and to take the other actions transactions contemplated by this Agreement at Closing are herein shall be subject to the satisfaction or (to written waiver by Buyer as of the extent permitted by applicable Law) waiver in writing by Buyer, on behalf of itself and Buyer Designee, in its sole and absolute discretion, at or prior to the ClosingClosing Date, of each of the following conditions set forth in this Article 8.conditions:

Appears in 1 contract

Samples: Stock Purchase Agreement (Rexnord Corp)

Conditions to Buyer’s Obligation to Close. Buyer’s and The obligations of Buyer Designee’s obligations to consummate the Closing and to take the other actions transactions contemplated by this Agreement at Closing are subject to the satisfaction or (to the extent permitted by applicable Law) waiver in writing by Buyersatisfaction, on behalf of itself and Buyer Designee, in its sole and absolute discretion, at or prior to before the ClosingClosing Date, of each of the following conditions set forth conditions, unless otherwise waived in this Article 8.writing in whole or in part by Buyer:

Appears in 1 contract

Samples: Asset Sale and Purchase Agreement (Us Automotive Manufacturing Inc)

Conditions to Buyer’s Obligation to Close. Buyer’s and Buyer Designee’s obligations obligation to consummate the Closing and to take the other actions transactions contemplated by this Agreement at Closing are shall be subject to the satisfaction or (to the extent permitted by applicable Law) waiver in writing by Buyersatisfaction, on behalf of itself and Buyer Designee, in its sole and absolute discretion, at or prior to the ClosingClosing Date, of each all of the following conditions set forth in this Article 8.conditions:

Appears in 1 contract

Samples: Asset Purchase Agreement (Video Display Corp)

Conditions to Buyer’s Obligation to Close. Buyer’s The obligations of Parent and Buyer Designee’s obligations to consummate complete the Closing and to take the other actions transactions contemplated by this Agreement at Closing are is subject to the satisfaction at or before the Closing of each of the following conditions, any of which may be waived (to the extent permitted by applicable Law) waiver law), in writing writing, by Buyer, on behalf of itself and Buyer Designee, in its sole and absolute discretion, at or prior to the Closing, of each of the following conditions set forth in this Article 8.:

Appears in 1 contract

Samples: Securities Purchase Agreement (Piper Jaffray Companies)

Conditions to Buyer’s Obligation to Close. Buyer’s and The obligations of Buyer Designee’s obligations to consummate the Closing and to take the other actions contemplated by under this Agreement at Closing Agreement, are subject to the satisfaction satisfaction, or (to the extent permitted written waiver thereof, by applicable Law) waiver in writing by Buyer, Buyer of the following conditions on behalf of itself and Buyer Designee, in its sole and absolute discretion, at or prior to the Closing, of each of the following conditions set forth in this Article 8.Closing Date:

Appears in 1 contract

Samples: Dispute Resolution Agreement (Elecsys Corp)

Conditions to Buyer’s Obligation to Close. Buyer’s and Buyer Designee’s obligations The obligation of Buyers to consummate the Closing and to take the other actions transactions contemplated by this Agreement at Closing are is subject to the satisfaction or (to the extent permitted by applicable Law) waiver in writing by Buyer, on behalf of itself and Buyer Designee, in its sole and absolute discretion, at or prior to the Closing, of each fulfillment of the following conditions set forth in this Article 8.as of the Closing Date:

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (SemGroup Corp)

Conditions to Buyer’s Obligation to Close. Buyer’s and Buyer Designee’s obligations obligation to consummate the Closing and to take the other actions transactions contemplated by this Agreement at Closing are shall be subject to the satisfaction or (to the extent permitted by applicable Law) waiver in writing by Buyer, on behalf of itself and Buyer Designee, in its sole and absolute discretion, at or prior to the Closing, Closing Date of each all of the following conditions set forth in this Article 8.conditions:

Appears in 1 contract

Samples: Asset Purchase Agreement (Tronc, Inc.)

Conditions to Buyer’s Obligation to Close. Buyer’s and The obligation of Buyer Designee’s obligations to consummate the Closing and to take the other actions contemplated by this Agreement at Closing are is subject to the satisfaction or (to the extent permitted by applicable Law) waiver in writing by Buyer, on behalf of itself and Buyer Designee, in its sole and absolute discretion, at or prior to the Closing, Closing Date of each all of the following conditions set forth in this Article 8.(any of which may be waived by Buyer):

Appears in 1 contract

Samples: Stock Purchase Agreement (Unapix Entertainment Inc)

Conditions to Buyer’s Obligation to Close. Buyer’s and The obligation of the Buyer Designee’s obligations to consummate the Closing and to take the other actions contemplated by this Agreement at Closing are Contemplated Transactions shall be subject to the satisfaction or (to the extent permitted by applicable Law) waiver in writing by Buyerand fulfillment, on behalf of itself and Buyer Designee, in its sole and absolute discretion, at or prior to and at the Closing, of each of the following express conditions set forth precedent (any of which may be waived by the Buyer in this Article 8.whole or in part):

Appears in 1 contract

Samples: Asset Purchase Agreement (American Leisure Holdings, Inc.)

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