Conditions to Buyer’s Obligations. The obligations of Buyer under this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions, all or any of which may be waived by Buyer in writing, except as otherwise provided by law:
Appears in 14 contracts
Samples: Asset Purchase Agreement (Hpil Holding), Asset Purchase Agreement (Hpil Holding), Asset Purchase Agreement (Paulson Capital Corp)
Conditions to Buyer’s Obligations. The obligations of Buyer under to consummate the transactions provided for in this Agreement are shall be subject to the fulfillment, prior to or on the Closing Date, satisfaction of each of the following conditions on or before the Closing Date, subject to the right of Buyer to waive any one or more of such conditions, all or any of which may be waived by Buyer in writing, except as otherwise provided by law:
Appears in 13 contracts
Samples: Asset Purchase Agreement (Zoro Mining Corp.), Asset Purchase Agreement (Weider Nutrition International Inc), Asset Purchase Agreement (North Shore Agency Inc)
Conditions to Buyer’s Obligations. The obligations of Buyer under this Agreement are to consummate the transactions contemplated hereby shall be subject to the fulfillment, satisfaction on or prior to or on the Closing Date, Date of each all of the following conditions, all or any of which except such conditions as Buyer may be waived by Buyer in writing, except as otherwise provided by lawwaive:
Appears in 11 contracts
Samples: Stock Purchase Agreement (Cannaisseur Group Inc.), Stock Purchase Agreement (Studio Ii Brands Inc), Stock Purchase Agreement (Studio Ii Brands Inc)
Conditions to Buyer’s Obligations. The obligations of Buyer under this Agreement to consummate the Contemplated Transactions are subject to the fulfillment, fulfillment at or prior to or on the Closing Date, of each of the following conditions, conditions (any or all or any of which may be waived in whole or in part by Buyer in writing, except as otherwise provided by law:Buyer):
Appears in 10 contracts
Samples: Purchase Agreement (Victory Capital Holdings, Inc.), Securities Purchase Agreement (Kirby Corp), Transaction Agreement (PSP Family of Funds)
Conditions to Buyer’s Obligations. The All obligations of Buyer under this Agreement hereunder are subject to the fulfillment, prior to or on at the Closing DateClosing, of each of the following conditions, all or any of which may be waived by Buyer in writing, except as otherwise provided by law:
Appears in 10 contracts
Samples: Asset Purchase Agreement (Healthstream Inc), Asset Purchase Agreement (Mason Oil Co Inc), Asset Purchase Agreement (Sanmina Corp/De)
Conditions to Buyer’s Obligations. The obligations of Buyer under this Agreement to consummate the transactions provided for hereby are subject subject, in the discretion of Buyer, to the fulfillmentsatisfaction, on or prior to or on the Closing Date, of each of the following conditions, all or any of which may be waived by Buyer in writing, except as otherwise provided by law:
Appears in 9 contracts
Samples: Asset Purchase Agreement (McLeod Inc), Asset Purchase Agreement (Geowaste Inc), Stock Purchase Agreement (Lois/Usa Inc)
Conditions to Buyer’s Obligations. The obligations of Buyer under to consummate the transactions contemplated by this Agreement are subject to the fulfillment, fulfillment at or prior to or on the Closing Date, of each of the following conditions, conditions (any or all or any of which may be waived in whole or in part by Buyer in writing, except as otherwise provided by law:Buyer):
Appears in 9 contracts
Samples: Stock Purchase Agreement (Stewart Information Services Corp), Interest Purchase Agreement (Heico Corp), Interest Purchase Agreement (Neenah Paper Inc)
Conditions to Buyer’s Obligations. The All obligations of Buyer under this Agreement are subject to the reasonable satisfaction and fulfillment, prior to or on the Closing Date, of each of the following conditions, all . Any one or any more of which such conditions may be waived in writing by Buyer in writing, except as otherwise provided by law:Buyer.
Appears in 8 contracts
Samples: Purchase and Sale Agreement (Summit Healthcare REIT, Inc), Purchase and Sale Agreement Pennington Gardens (Summit Healthcare REIT, Inc), Purchase and Sale Agreement (Summit Healthcare REIT, Inc)
Conditions to Buyer’s Obligations. The obligations of Buyer under this Agreement are subject to the fulfillment, satisfaction of the following conditions on or prior to or on the Closing Date, of each of the following conditions, all or any of which may be waived in writing by Buyer in writing, except as otherwise provided by lawBuyer:
Appears in 7 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement, Asset Purchase Agreement (Avigen Inc \De)
Conditions to Buyer’s Obligations. The obligations of Buyer under this Agreement to consummate the transactions provided for hereby are subject to the fulfillmentsatisfaction, on or prior to or on the Closing Date, of each of the following conditions, all or any of which may be waived by Buyer in writing, except as otherwise provided by lawBuyer:
Appears in 7 contracts
Samples: Sale and Purchase Agreement (Silicon Laboratories Inc), Stock Purchase Agreement (Calenergy Co Inc), Asset Purchase Agreement (Imperial Sugar Co /New/)
Conditions to Buyer’s Obligations. The All obligations of Buyer under this Agreement are subject to the reasonable satisfaction and fulfillment, prior to or on the Closing Date, of each of the following conditions, all . Anyone or any more of which such conditions may be waived in writing by Buyer in writing, except as otherwise provided by law:Buyer.
Appears in 6 contracts
Samples: Purchase and Sale Agreement (Summit Healthcare REIT, Inc), Purchase and Sale Agreement (Summit Healthcare REIT, Inc), Purchase and Sale Agreement (Summit Healthcare REIT, Inc)
Conditions to Buyer’s Obligations. The obligations of Buyer under to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to at or on before the Closing Date, of each of the following conditions, all any one or any more of which may be waived in writing by Buyer in writing, except as otherwise provided by lawits sole discretion:
Appears in 6 contracts
Samples: Purchase Agreement, Sale and Purchase Agreement (Alamo Energy Corp.), Farmout Agreement (Alamo Energy Corp.)
Conditions to Buyer’s Obligations. The obligations of Buyer under this Agreement to consummate the transactions provided for hereby are subject subject, to the fulfillmentsatisfaction, on or prior to or on the Closing Date, of each of the following conditions, all or any of which may be waived by Buyer in writing, except as otherwise provided by lawBuyer:
Appears in 5 contracts
Samples: Stock Purchase Agreement (Rental Service Corp), Asset Purchase Agreement (Rental Service Corp), Asset Purchase Agreement (Rental Service Corp)
Conditions to Buyer’s Obligations. The obligations of Buyer to consummate the purchase of the Assets under this Agreement are will be subject to the fulfillment, satisfaction (or waiver by Buyer) on or prior to or on the Closing Date, Date of each all of the following conditions, all or any of which may be waived by Buyer in writing, except as otherwise provided by law:
Appears in 5 contracts
Samples: Asset Purchase Agreement (Aetrium Inc), Asset Purchase Agreement (Aetrium Inc), Asset Purchase Agreement (Aetrium Inc)
Conditions to Buyer’s Obligations. The obligations obligation of Buyer under this Agreement are to effect the transactions contemplated hereby shall be subject to the fulfillment, or written waiver by Buyer, at or prior to or on the Closing DateClosing, of each of the following conditions, all or any of which may be waived by Buyer in writing, except as otherwise provided by law:
Appears in 4 contracts
Samples: Acquisition Agreement, Acquisition Agreement (CleanTech Biofuels, Inc.), Acquisition Agreement (CleanTech Biofuels, Inc.)
Conditions to Buyer’s Obligations. The obligations of Buyer under this Agreement are to purchase the Assets and to consummate the other transactions contemplated hereby shall be subject to the fulfillment, satisfaction (or waiver by Buyer) on or prior to or on the Closing Date, Date of each all of the following conditions, all or any of which may be waived by Buyer in writing, except as otherwise provided by law:
Appears in 4 contracts
Samples: Asset Purchase Agreement (Teletouch Communications Inc), Asset Purchase Agreement (Teletouch Communications Inc), Asset Purchase Agreement (Teletouch Communications Inc)
Conditions to Buyer’s Obligations. The obligations obligation of Buyer under this Agreement are to consummate the transaction contemplated hereby is subject to the fulfillment, fulfillment of all of the following conditions on or prior to or on the Closing Date, upon the non- fulfillment of each of the following conditions, all or any of which may this Agreement may, at Buyer's option, be waived by Buyer terminated pursuant to and with the effect set forth in writing, except as otherwise provided by lawArticle IX:
Appears in 4 contracts
Samples: Asset Purchase Agreement (International Research & Development Corp), Asset Purchase Agreement (International Research & Development Corp), Asset Purchase Agreement (International Research & Development Corp)
Conditions to Buyer’s Obligations. The obligations of Buyer under Buyer’s obligation to perform the transactions contemplated by this Agreement are shall be subject to the fulfillmentfulfillment (or waiver in writing by Buyer, to the extent permissible under applicable Law) on or prior to or on the Closing Date, of each Date of the following conditions, all or any of which may be waived by Buyer in writing, except as otherwise provided by law:
Appears in 4 contracts
Samples: Stock Purchase Agreement (Match Group, Inc.), Stock Purchase Agreement (Match Group, Inc.), Stock Purchase Agreement (Match Group, Inc.)
Conditions to Buyer’s Obligations. The obligations of Buyer under this Agreement are subject to the fulfillment, prior to fulfillment on or on before the Closing Date, of each of the following conditions, all or any of which except such conditions as may be waived by Buyer in writing, except as otherwise provided by lawBuyer:
Appears in 4 contracts
Samples: Asset Purchase Agreement (Wire One Technologies Inc), Asset Purchase Agreement (Wire One Technologies Inc), Asset Purchase Agreement (Wire One Technologies Inc)
Conditions to Buyer’s Obligations. The obligations of Buyer under this Agreement to consummate the transaction provided for hereby are subject subject, in the discretion of Buyer, to the fulfillmentsatisfaction, on or prior to or on the Closing Date, of each of the following conditions, all or conditions (any of which may may, in Buyer's absolute and sole discretion, be waived by Buyer in whole or in part in writing, except as otherwise provided by law:):
Appears in 4 contracts
Samples: Stock Purchase Agreement (Wilson Greatbatch Technologies Inc), Stock Purchase Agreement (Rent Way Inc), Stock Purchase Agreement (Rent Way Inc)
Conditions to Buyer’s Obligations. The Each of the obligations of the Buyer under this Agreement are to consummate the transactions contemplated hereby is subject to the fulfillment, satisfaction (or written waiver by the Buyer) at or prior to or on the Closing Date, Date of each of the following conditions, all or any of which may be waived by Buyer in writing, except as otherwise provided by law:.
Appears in 4 contracts
Samples: Asset Purchase Agreement (BMC Industries Inc/Mn/), Asset Purchase Agreement (Scotts Company), Asset Purchase Agreement (Scotts Company)
Conditions to Buyer’s Obligations. The obligations obligation of Buyer under Buyers to consummate the transactions contemplated by this Agreement are shall be subject to the fulfillment, satisfaction (or waiver) on or prior to or on the Closing Date, Date of each all of the following conditions, all or any of which may be waived by Buyer in writing, except as otherwise provided by law:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Applied Digital Solutions Inc), Agreement and Plan of Merger (Applied Digital Solutions Inc), Agreement and Plan of Merger (Applied Digital Solutions Inc)
Conditions to Buyer’s Obligations. The obligations obligation of Buyer under to perform this Agreement are is subject to the fulfillment, prior to satisfaction (or on the Closing Date, of each written waiver by Buyer in Buyer's sole discretion) of the following conditionsconditions at or before the Closing, it being an explicit condition that all or any of agreements and documents to be delivered to Buyer which may are not attached as Schedules (and therefore deemed satisfactory to Buyer) must be waived by Buyer in writing, except as otherwise provided by lawform and substance reasonably satisfactory to Buyer:
Appears in 4 contracts
Samples: Stock Purchase Agreement (Nelnet Inc), Stock Purchase Agreement (Nelnet Inc), Stock Purchase Agreement (Nelnet Inc)
Conditions to Buyer’s Obligations. The obligations of Buyer under to consummate the transactions contemplated by this Agreement are subject to the fulfillmentsatisfaction, on or prior to or on the Closing Date, of each of the following conditions, all or any of which may be waived by Buyer in writing, except as otherwise provided by lawBuyer:
Appears in 4 contracts
Samples: Asset Purchase Agreement (Azur Pharma Public LTD Co), Asset Purchase Agreement (Ventrus Biosciences Inc), Asset Purchase Agreement (Avanir Pharmaceuticals)
Conditions to Buyer’s Obligations. The obligations of Buyer under to consummate the transactions contemplated by this Agreement are shall be subject to the fulfillmentsatisfaction (or waiver, where permissible) at or prior to or on the Closing Date, of each all of the following conditions, all or any of which may be waived by Buyer in writing, except as otherwise provided by law:
Appears in 3 contracts
Samples: Stock Purchase Agreement (Inverness Medical Innovations Inc), Asset Purchase Agreement (Hollinger International Inc), Asset Purchase Agreement (Liberty Group Publishing Inc)
Conditions to Buyer’s Obligations. The obligations of Buyer under this Agreement to consummate any of the transactions provided for hereby are subject to the fulfillmentsatisfaction, on or prior to or on the Closing Date, of each of the following conditions, all or conditions (any of which may be waived by Buyer in writing, except as otherwise provided by law:Buyer):
Appears in 3 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Bio Rad Laboratories Inc), Stock Purchase Agreement (Bio Rad Laboratories Inc)
Conditions to Buyer’s Obligations. The obligations obligation of Buyer under this Agreement are to effect the transactions contemplated hereby shall be subject to the fulfillment, or written waiver by Buyer, at or prior to or on the Closing Date, of each of the following conditions, all or any of which may be waived by Buyer in writing, except as otherwise provided by law:
Appears in 3 contracts
Samples: Stock Purchase Agreement (RPM Inc/Oh/), Equity Purchase Agreement (Ce Generation LLC), Investment Agreement (Sf Holdings Group Inc)
Conditions to Buyer’s Obligations. The obligations obligation of Buyer under this Agreement are to consummate the transactions contemplated hereby shall be subject to the fulfillmentfulfillment or waiver, at or prior to or on the Closing Date, of each of the following conditions, all or any of which may be waived by Buyer in writing, except as otherwise provided by law:
Appears in 3 contracts
Samples: Stock Purchase Agreement (Physicians Specialty Corp), Stock Purchase Agreement (Physicians Specialty Corp), Stock Purchase Agreement (Ta Associates Inc)
Conditions to Buyer’s Obligations. The Buyer’s obligations of Buyer under this Agreement hereunder are subject to the fulfillment, prior to on or on before the Closing Date, of each of the following conditions, all or conditions (any of which may be waived in writing by Buyer in writing, except as otherwise provided by law:Buyer):
Appears in 3 contracts
Samples: Asset Purchase Agreement (Action Fashions, Ltd.), Asset Purchase Agreement (Action Fashions, Ltd.), Asset Purchase Agreement (Action Fashions, Ltd.)
Conditions to Buyer’s Obligations. The obligations As conditions precedent for the sole benefit of Buyer, which Buyer may waive only by and to the extent of its express written waiver given hereafter, Closing and each obligation of Buyer under this Agreement are shall be subject to the fulfillmentand conditioned upon Buyer being satisfied, prior to on or on the Closing Datebefore and as of Closing, of each of the following conditions, all or any of which may be waived by Buyer in writing, except as otherwise provided by lawfollowing:
Appears in 3 contracts
Samples: Assets Purchase Agreement (Brill Media Co LLC), Assets Purchase Agreement (Brill Media Co LLC), Assets Purchase Agreement (Brill Media Co LLC)
Conditions to Buyer’s Obligations. The obligations obligation of Buyer under to consummate the transactions provided for by this Agreement are is subject to the fulfillmentsatisfaction, on or prior to or on the Closing Date, of each of the following conditions, all or any of which may be waived by Buyer except for the conditions set forth in writing, except subsection (d) (as otherwise provided by lawto Consents of Governmental Authorities) of this Section 6.1:
Appears in 3 contracts
Samples: Asset Purchase Agreement (Nationsrent Inc), Purchase Agreement (Hon Industries Inc), Purchase Agreement (Hon Industries Inc)
Conditions to Buyer’s Obligations. The obligations Each and every obligation of Buyer under to consummate the transactions described in this Agreement are shall be subject to the fulfillment, prior to on or on before the Closing Date, of each of the following conditions, all or any of which may be waived by Buyer in writing, except as otherwise provided by lawconditions precedent:
Appears in 3 contracts
Samples: Stock Purchase Agreement (Insteel Industries Inc), Stock Purchase Agreement (Mortons Restaurant Group Inc), Stock Purchase Agreement (Mortons Restaurant Group Inc)
Conditions to Buyer’s Obligations. The obligations of Buyer under this Agreement are to effect the transactions contemplated hereby shall be subject to the fulfillment, on or prior to or on the Closing Date, of each of the following conditions, all any one or any more of which may be waived in writing by Buyer in writing, except as otherwise provided by lawwhole or in part:
Appears in 3 contracts
Samples: Stock Purchase Agreement (Rentech Inc /Co/), Stock Purchase Agreement (Rentech Inc /Co/), Stock Purchase Agreement (Royster-Clark Inc)
Conditions to Buyer’s Obligations. The obligations of each Buyer under this Agreement to consummate the Contemplated Transactions are subject to the fulfillment, fulfillment at or prior to or on the Closing Date, of each of the following conditions, conditions (any or all or any of which may be waived in whole or in part by such Buyer in writing, except as otherwise provided to the extent permitted by law:applicable Law):
Appears in 3 contracts
Samples: Asset Purchase and Sale Agreement, Asset Purchase and Sale Agreement (Athene Holding LTD), Asset Purchase and Sale Agreement (Apollo Commercial Real Estate Finance, Inc.)
Conditions to Buyer’s Obligations. The obligations obligation of Buyer under to consummate the transactions contemplated by this Agreement are is subject to the fulfillment, prior to or on at the Closing Date, of each of the following conditions, all or any of which may be their conditions set forth in this Section 3.1 (unless expressly waived in writing by Buyer in writingat, except as otherwise provided by law:or at any time prior to, the Closing Date):
Appears in 2 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement (Colfax CORP)
Conditions to Buyer’s Obligations. The obligations obligation of Buyer to effect a Closing under this Agreement are as specified below is subject to the fulfillmentsatisfaction, at or prior to the Determination Date or on the each Closing Date, as applicable, of each of the following conditions, all or any of which may be unless waived in writing by Buyer in writing, except as otherwise provided by law:Buyer.
Appears in 2 contracts
Samples: Share Purchase Agreement (Focus Media Holding LTD), Share Purchase Agreement (Focus Media Holding LTD)
Conditions to Buyer’s Obligations. The Buyer's obligations of Buyer under this Agreement hereunder are subject to the fulfillment, prior to on or on before the Closing Date, of each of the following conditions, all or conditions (any of which may be waived in writing by Buyer in writing, except as otherwise provided by law:Buyer):
Appears in 2 contracts
Samples: Asset Purchase Agreement (Mri Medical Diagnostics Inc), Asset Purchase Agreement (Colmena Corp)
Conditions to Buyer’s Obligations. The obligations of Buyer to consummate the transactions contemplated under this Agreement and the other Transaction Agreements are subject to the fulfillmentfulfillment and satisfaction, prior to or on at the Closing Datetime of the Closing, of each of the following conditionsconditions precedent (the “Buyer Conditions”), all any one or any more of which may be waived waived, in part or in full, by Buyer in writing, except as otherwise provided by law:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Imprimis Pharmaceuticals, Inc.), Asset Purchase Agreement (Imprimis Pharmaceuticals, Inc.)
Conditions to Buyer’s Obligations. The obligations of Buyer under this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions, all or of which are for the benefit of Buyer and any of which may be waived in writing in whole or in part by Buyer in writingas provided herein, except as otherwise provided by law:.
Appears in 2 contracts
Samples: Asset Purchase Agreement Between Rare Element Resources (Rare Element Resources LTD), Asset Purchase Agreement (Pershing Gold Corp.)
Conditions to Buyer’s Obligations. The obligations of Buyer under this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions, all or any of which may be waived in whole or in part by Buyer in writing, except as otherwise provided by law:herein.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Hillman Companies Inc), Asset Purchase Agreement (American Biogenetic Sciences Inc)
Conditions to Buyer’s Obligations. The obligations of Buyer under to consummate the transactions contemplated by this Agreement are shall be subject to the fulfillment, satisfaction at or prior to or on the Closing Date, of each all of the following conditions, any or all or any of which may be waived waived, in whole or in part, to the extent permitted by Buyer in writing, except as otherwise provided by lawapplicable Law:
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement, Membership Interest Purchase Agreement (WillScot Corp)
Conditions to Buyer’s Obligations. The obligations of Buyer under this Agreement Buyers to consummate the transactions provided for hereby are subject to the fulfillmentsatisfaction, on or prior to or on the Closing Date, of each of the following conditions, all or any of which may be waived in writing by Buyer in writing, except as otherwise provided by lawBuyers:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Allscripts Inc /Il), Asset Purchase Agreement (Allscripts Inc /Il)
Conditions to Buyer’s Obligations. The obligations obligation of Buyer under to consummate the transactions contemplated by this Agreement are shall be subject to the fulfillmentsatisfaction, prior to at or on before the Closing DateClosing, of each of the following conditions, all or any of which may be unless waived in writing by Buyer in writing, except as otherwise provided by lawBuyer:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Berlitz International Inc), Stock Purchase Agreement (Canandaigua LTD)
Conditions to Buyer’s Obligations. The obligations of the Buyer under this Agreement Parties to consummate the transactions provided for hereby are subject to the fulfillmentsatisfaction (or, to the extent legally permissible, the waiver by Buyer in writing), on or prior to or on the Closing Date, of each of the following conditions, all or any of which may be waived by Buyer in writing, except as otherwise provided by law:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Enzo Biochem Inc), Stock and Asset Purchase Agreement (Enzo Biochem Inc)
Conditions to Buyer’s Obligations. The Unless waived in writing by Buyer, in its sole discretion, all obligations of Buyer under this Agreement are subject to the fulfillment, prior to or on at the Closing DateClosing, of each of the following conditions, all or any of which may be waived by Buyer in writing, except as otherwise provided by law:
Appears in 2 contracts
Samples: Purchase Agreement (Family Home Health Services, Inc.), Purchase Agreement (Family Home Health Services, Inc.)
Conditions to Buyer’s Obligations. The All obligations of Buyer under this Agreement are subject to the fulfillment, prior to or on at the Closing DateClosing, of each of the following conditions, any or all or any of which may be waived in whole or in part at or prior to the Closing by Buyer in writing, except as otherwise provided by lawBuyer:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Dreams Inc), Asset Purchase Agreement (Curtiss Wright Corp)
Conditions to Buyer’s Obligations. The obligations of the Buyer under this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions, all or any of which may be waived by the Buyer in writing, except as otherwise provided by law:
Appears in 2 contracts
Samples: Asset Purchase Agreement (WPT Enterprises Inc), Asset Purchase Agreement (WPT Enterprises Inc)
Conditions to Buyer’s Obligations. The obligations of Buyer under this Agreement of the Buyers are subject to the fulfillmentfulfillment to Buyer’s satisfaction, on or prior to or on the Closing Date, of each of the following conditions, all or any of which may be waived by Buyer in writing, except as otherwise provided by lawthe Buyer:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Kenloc, Inc.), Stock Purchase Agreement (Focus Universal Inc.)
Conditions to Buyer’s Obligations. The obligations of Buyer under this Agreement to consummate the transactions provided for hereby are subject subject, in the discretion of Buyer, to the fulfillmentsatisfaction, on or prior to or on the Closing DateClosing, of each of the following conditions, all or any of which may be waived by Buyer in writing, except as otherwise provided by lawBuyer:
Appears in 2 contracts
Samples: Asset Purchase Agreement (NTN Buzztime Inc), Asset Purchase Agreement (Chancellor Media Mw Sign Corp)
Conditions to Buyer’s Obligations. The obligations of Buyer under this Agreement are Buyers to effect the transactions contemplated hereby shall be subject to the fulfillment, prior to satisfaction or written waiver. on or before the Closing Date, of each of the following conditions, all or any of which may be waived by Buyer in writing, except as otherwise provided by law:
Appears in 2 contracts
Samples: Agreement of Stock Purchase and Sale (Swander Pace Capital LLC), Agreement of Stock Purchase and Sale (Silverado Foods Inc)
Conditions to Buyer’s Obligations. The obligations of Buyer under this Agreement to consummate the transactions contemplated hereby are subject to the fulfillmentsatisfaction, in the sole discretion of Buyer, on or prior to or on the Closing Date, of each of the following conditions, all or any of which may be waived in writing by Buyer in writing, except as otherwise provided by lawBuyer:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Adex Media, Inc.), Asset Purchase Agreement (Adex Media, Inc.)
Conditions to Buyer’s Obligations. The obligations obligation of the Buyer under to consummate the transactions contemplated by this Agreement are shall be subject to the fulfillmentsatisfaction, or waiver by the Buyer, prior to or on at the Closing DateClosing, of each of the following conditions, all or any of which may be waived by Buyer in writing, except as otherwise provided by lawconditions precedent:
Appears in 1 contract
Samples: Asset Purchase Agreement (Daisytek International Corporation /De/)
Conditions to Buyer’s Obligations. The obligations of Buyer under this Agreement are to consummate the transactions contemplated hereby shall be subject to the fulfillment, satisfaction on or prior to or on the Closing Date, Date of each all of the following conditions, all or any of which except such conditions as Buyer may be waived by Buyer waive in writing, except as otherwise provided by law:
Appears in 1 contract
Conditions to Buyer’s Obligations. The obligations of Buyer under this Agreement to purchase the Acquired Assets and to consummate the transactions contemplated hereby are subject to the fulfillmentsatisfaction, on or prior to or on the Closing Date, of each of the following conditions, all or any of which may be waived (in whole or in part) by Buyer in writing, except as otherwise provided by lawaccordance with Section 11.4 herein:
Appears in 1 contract
Conditions to Buyer’s Obligations. The obligations obligation of Buyer under to consummate the Share Purchase and the other transactions contemplated by this Agreement are Agreement, and to take the other actions to be taken by Buyer at Closing, is subject to the fulfillment, prior to fulfillment (or on the Closing Date, express written waiver by Buyer) of each of the following conditions, all or any of which may be waived by Buyer in writing, except as otherwise provided by law:
Appears in 1 contract
Samples: Series a Preferred Stock Purchase Agreement (Apollo Medical Holdings, Inc.)
Conditions to Buyer’s Obligations. The obligations of the Buyer under to consummate the transactions contemplated by this Agreement are shall be subject to the fulfillmentfulfillment or written waiver by Buyer, at or prior to or on the Closing DateClosing, of each of the following conditions, all or any of which may be waived by Buyer in writing, except as otherwise provided by lawcondition:
Appears in 1 contract
Samples: Acquisition Agreement (Valeant Pharmaceuticals International)
Conditions to Buyer’s Obligations. The Buyer's obligations of Buyer under to perform its undertakings provided in this Agreement (including its obligation to purchase the Business Property) and to close the transactions contemplated herein are conditioned upon and subject to the fulfillment, prior to or on the Closing Date, fulfillment and satisfaction of each all conditions provided in other provisions of this Agreement and the following conditions, all or any of which may be waived by Buyer in writing, except as otherwise provided by law:
Appears in 1 contract
Samples: Assignment and Assumption Agreement (Berkley W R Corp)
Conditions to Buyer’s Obligations. The obligations of Buyer under to consummate and effect this Agreement are and the transactions contemplated hereby shall be subject to the fulfillment, prior to or satisfaction on the Closing Date, of each Effective Date of the following conditions, all or any of which may be waived by Buyer waived, in writing, except as otherwise provided exclusively by lawBuyer:
Appears in 1 contract
Conditions to Buyer’s Obligations. The All obligations of the Buyer under this Agreement to consummate the transactions contemplated hereunder are subject to the fulfillmentfulfillment in accordance with the provisions of this Agreement, on or prior to or on the Closing Date, of each of the following conditions, all or any each of which may be waived by Buyer in writing, except as otherwise provided by lawwriting at the sole discretion of Buyer:
Appears in 1 contract
Conditions to Buyer’s Obligations. The obligations obligation of Buyer under to consummate the Share Purchase and the other transactions contemplated by this Agreement are Agreement, and to take the other actions to be taken by Buyer at the Closing, is subject to the fulfillment, prior to fulfillment (or on the Closing Date, express written waiver by Buyer) of each of the following conditions, all or any of which may be waived by Buyer in writing, except as otherwise provided by law:
Appears in 1 contract
Samples: Stock Purchase Agreement (Apollo Medical Holdings, Inc.)
Conditions to Buyer’s Obligations. The obligations obligation of Buyer under to consummate the transactions contemplated by this Agreement are is subject to the fulfillmentfulfillment or waiver (in accordance with Section 9.2), on or prior to or on the Closing DateClosing, of each of the following conditions, all or any of which may be waived by Buyer in writing, except as otherwise provided by law:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Atossa Genetics Inc)
Conditions to Buyer’s Obligations. The All obligations of Buyer under this Agreement to enter into and complete the Closing are subject to the fulfillment, prior to or on at the Closing DateClosing, of each of the following conditions, all any one or any more of which may be waived by Buyer in writing, except as otherwise provided by law:(other than the second sentence of Section 8.05):
Appears in 1 contract
Conditions to Buyer’s Obligations. The obligations obligation of Buyer under to perform this Agreement are is subject to the fulfillment, prior to satisfaction or on the Closing Date, of each written waiver of the following conditions, all conditions at or any of which may be waived by Buyer in writing, except as otherwise provided by lawbefore the Closing:
Appears in 1 contract
Conditions to Buyer’s Obligations. The Unless waived by Buyer in writing, the obligations of Buyer under this Agreement are subject to the fulfillment, fulfillment on or prior to or on the Closing Date, of each Date of the following conditions, all or any of which may be waived by Buyer in writing, except as otherwise provided by law:
Appears in 1 contract
Samples: Agreement for Purchase and Sale of Stock (Fidelity National Financial Inc /De/)
Conditions to Buyer’s Obligations. The obligations obligation of Buyer under to consummate the Equity Purchase and the other transactions contemplated by this Agreement are Agreement, and to take the other actions to be taken by Buyer at Closing, is subject to the fulfillment, prior to fulfillment or on the Closing Date, waiver of each of the following conditions, all or any of which may be waived by Buyer in writing, except as otherwise provided by law:
Appears in 1 contract
Samples: Purchase Agreement (Gaiam, Inc)
Conditions to Buyer’s Obligations. The All obligations of the Buyer under this Agreement are subject to the fulfillment, prior to or on fulfillment at the Closing Date, of each of the following conditions, any or all or any of which may be waived in whole or in part, at or prior to the Closing Date, by the Buyer in writing, except as otherwise provided by lawits sole discretion:
Appears in 1 contract
Samples: Asset Purchase Agreement (Wavo Corp)
Conditions to Buyer’s Obligations. The obligations of Buyer under this Agreement to consummate the transactions provided for hereby are subject to the fulfillmentsatisfaction, on or prior to or on the Closing Date, of each of the following conditions, all or any of which may be waived in writing by Buyer in writing, except as otherwise provided by lawBuyer:
Appears in 1 contract
Conditions to Buyer’s Obligations. The obligations of Buyer under this Agreement are to purchase the Shares and to consummate the other transactions at the Closing contemplated hereby shall be subject to the fulfillment, satisfaction (or waiver by Buyer in writing in its sole discretion) on or prior to or on the Closing Date, Date of each all of the following conditions, all or any of which may be waived by Buyer in writing, except as otherwise provided by law:
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Samples: Stock Sale and Purchase Agreement (Southwestern Energy Co)
Conditions to Buyer’s Obligations. The All obligations of Buyer under this Agreement are subject to the reasonable satisfaction and fulfillment, prior to or on the Closing DateDate (unless an earlier date for satisfaction and fulfillment is specified in the condition), of each of the following conditions, all . Anyone or any more of which such conditions may be waived in writing by Buyer in writing, except as otherwise provided by law:Buyer.
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Samples: Purchase and Sale Agreement (Cornerstone Core Properties REIT, Inc.)
Conditions to Buyer’s Obligations. The obligations obligation of Buyer under this Agreement are to consummate the Transactions is subject to the fulfillment, prior fulfillment (to or on the Closing Date, extent such condition can be waived) of each all of the following conditionsconditions on or prior to the Closing, all or upon the non-fulfillment of any of which may this Agreement may, at Buyer’s option, be waived by Buyer terminated pursuant to and with the effect set forth in writing, except as otherwise provided by lawArticle X:
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Conditions to Buyer’s Obligations. The obligations of Buyer under to consummate the transactions contemplated by this Agreement are shall be subject to the fulfillmentfulfillment or written waiver by Buyer, at or prior to or on the Closing DateClosing, of each of the following conditions, all or any of which may be waived by Buyer in writing, except as otherwise provided by law:
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Conditions to Buyer’s Obligations. The obligations obligation of Buyer under to consummate the transactions contemplated by this Agreement are is subject to the fulfillmentsatisfaction of the following conditions at or before the Closing. To the extent permitted by applicable law, prior Buyer, in its sole discretion, may elect to waive, in whole or on the Closing Datein part, of each any of the following conditions, all or any of which may be waived by Buyer in writing, except as otherwise provided by law:
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Conditions to Buyer’s Obligations. The In --------------------------------- addition to the conditions set forth in Section 6.1, the obligations of Buyer under to consummate the transactions contemplated by this Agreement are subject to the fulfillment, satisfaction and fulfillment at or prior to or on the Closing Date, of each of the following conditions, all or any of which may be waived by Buyer in writing, except as otherwise provided by lawBuyer:
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Samples: Stock Purchase Agreement (Gardner Denver Machinery Inc)
Conditions to Buyer’s Obligations. The obligations of Buyer under to consummate the transactions contemplated by this Agreement are shall be subject to the fulfillment, satisfaction at or prior to or on the Closing Date, of each all of the following conditions, any or all or any of which may be waived waived, in whole or in part, to the extent permitted by Buyer in writing, except as otherwise provided by applicable law:
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Conditions to Buyer’s Obligations. The obligations As conditions precedent for the sole benefit of Buyer, which Buyer may waive (but only by and to the extent of its express, written consent given hereafter), Closing and each obligation of Buyer under this Agreement are agreement shall be subject to the fulfillment, prior and conditioned upon Buyer being satisfied as to or on the Closing Date, of each of the following conditions, all or any of which may be waived by Buyer in writing, except as otherwise provided by lawfollowing:
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Samples: Brokerage Agreement (Central Michigan Distribution Co Lp)
Conditions to Buyer’s Obligations. The obligations of Buyer under this Agreement to consummate the transaction provided for hereby are subject to the fulfillmentsatisfaction, on or prior to or on the Closing Date, of each of the following conditions, all or conditions (any of which may may, in Buyer's absolute and sole discretion, be waived by Buyer in whole or in part in writing, except as otherwise provided by law:):
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Samples: Stock Purchase Agreement (Barrister Global Services Network Inc)
Conditions to Buyer’s Obligations. The obligations of Buyer under to consummate the transactions contemplated by this Agreement are shall be subject to the fulfillment, prior to or on the Closing Date, satisfaction of each of the following conditions on or before the Closing Date, subject to the right of Buyer to waive any one or more of such conditions, all or any of which may be waived by Buyer in writing, except as otherwise provided by law:
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Conditions to Buyer’s Obligations. The obligations of Buyer under this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions, all or any of which may be waived in whole or in part by Buyer in writing, except as otherwise provided by law:herein.
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Conditions to Buyer’s Obligations. The obligations of Buyer under this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions, all or any of which may be waived by Buyer in writing, except as otherwise provided by law:: [THE SYMBOL [**] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.]
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Samples: Asset Purchase Agreement (Phoenix Technologies LTD)
Conditions to Buyer’s Obligations. The obligations of Buyer under to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Dateat Closing, of each of the following conditionsconditions precedent, all or any of which may be waived in writing by Buyer in writing, except as otherwise provided by lawXxxxx:
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Samples: Security Agreement
Conditions to Buyer’s Obligations. The obligations of Buyer under to consummate the transactions contemplated by this Agreement and to pay the Purchase Price are subject to the fulfillmentsatisfaction, on or prior to or on the Closing Date, of each of the following conditions, any and all or any of which may be waived by Buyer in writing, except as otherwise provided by lawBuyer:
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Samples: 2 Asset Purchase Agreement (Isle of Capri Casinos Inc)
Conditions to Buyer’s Obligations. The obligations of Buyer under this Agreement are to consummate the transactions contemplated hereby shall be subject to the fulfillment, prior to at or on before the Closing Date, of each of the following conditions, all or any of which may be waived (in whole or in part) in writing by Buyer in writing, except as otherwise provided by lawBuyer:
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Samples: Stock Purchase Agreement (First Albany Companies Inc)
Conditions to Buyer’s Obligations. The obligations obligation of Buyer under to consummate the transactions contemplated by this Agreement are is subject to the fulfillment, prior to or on the Closing Date, of each satisfaction of the following conditionsconditions at or prior to the Closing, all or any of which may be waived only in writing by Buyer in writing, except as otherwise provided by lawits sole discretion:
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Conditions to Buyer’s Obligations. The Except as may be waived by Buyers, the obligations of Buyer under this Agreement Buyers are subject to the fulfillment, prior to or on at the Closing DateClosing, of each of the following conditions, all or any of which may be waived by Buyer in writing, except as otherwise provided by law:
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Samples: Asset Purchase and Services Agreement (Sento Technical Innovations Corp)
Conditions to Buyer’s Obligations. The obligations obligation of Buyer under to consummate the transactions provided for by this Agreement are is subject to the fulfillmentsatisfaction, on or prior to or on the Closing Date, of each of the following conditions, all or any of which may be waived by Buyer except for the conditions set forth in writing, except subsection (d) (as otherwise provided by lawto Consents of Governmental Authorities) of this Section 5.1:
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Samples: Asset Purchase Agreement (New Hope Investments Inc)
Conditions to Buyer’s Obligations. The Buyer's obligations of Buyer to consummate the transactions contemplated under this Agreement are subject to the fulfillmentfulfillment (or written waiver), prior to or on at the Closing Date, of each of the following conditions, all or any of which may be waived by Buyer in writing, except as otherwise provided by law:
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Samples: Stock Purchase Agreement (Praegitzer Industries Inc)
Conditions to Buyer’s Obligations. The All obligations of Buyer under this Agreement hereunder are subject to the fulfillmentfulfillment or the waiver in writing thereof, prior to or on at the Closing DateClosing, of each of the following conditions, all or any of which may be waived by Buyer in writing, except as otherwise provided by law:
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Conditions to Buyer’s Obligations. The obligations of Buyer and Buyer Parent under this Agreement are subject to the fulfillment, prior to fulfillment on or on before the Closing Date, of each of the following conditions, all or any of which except such conditions as may be waived by Buyer in writing, except as otherwise provided by law:
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Samples: Asset Purchase Agreement (Act Teleconferencing Inc)
Conditions to Buyer’s Obligations. The All obligations of Buyer under this Agreement hereunder are subject to the fulfillmentfulfillment or waiver, prior to or on at the Closing DateClosing, of each of the following conditions, all or any of which may be waived by Buyer in writing, except as otherwise provided by law:
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Samples: Asset and Equity Purchase Agreement (AAC Holdings, Inc.)
Conditions to Buyer’s Obligations. The obligations of Buyer under this Agreement to consummate the transactions provided for hereby are subject to the fulfillmentsatisfaction, on or prior to or on the Closing Date, of each of the following conditions, all or any of which conditions may be waived by Buyer in writingBuyer, except as otherwise provided by lawprovided, however, that the occurrence of the Closing will not be deemed a waiver of the breach of any representation or warranty of any Seller hereunder:
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Conditions to Buyer’s Obligations. The All obligations of Buyer under this Agreement are subject to the reasonable satisfaction and fulfillment, prior to or on the Closing Date, of each of the following conditionsconditions other than the conditions in Section 12.1 which must be satisfied, all if at all, prior to expiration of the Due Diligence Period. Any one (1) or any more of which such conditions may be waived in writing by Buyer in writing, except as otherwise provided by law:Buyer.
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Conditions to Buyer’s Obligations. The In addition to the conditions set forth in Article VIII, the obligations of Buyer under this Agreement to consummate the transactions contemplated hereby are subject to the fulfillment, satisfaction on or prior to or on the Closing Date, Date of each of the following conditions, all or any of which may be waived by Buyer in writing, except as otherwise provided by law:
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Samples: Stock Purchase Agreement (Florida Rock Industries Inc)
Conditions to Buyer’s Obligations. The obligations of each of Buyer under to consummate the transactions provided for in this Agreement are subject to the fulfillmentsatisfaction, on or prior to or on the Closing Date, of each of the following conditions, all or any of which may be waived by Buyer in writing, except as otherwise provided by lawBuyer:
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Samples: Asset Purchase Agreement (United Natural Foods Inc)
Conditions to Buyer’s Obligations. The obligations of Buyer under to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, satisfaction of each of the following conditionsconditions at or prior to the Closing, all or any of which may be waived in writing by Buyer in writing, except as otherwise provided by lawits sole discretion:
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Conditions to Buyer’s Obligations. The obligations of Buyer under this Agreement are subject to the fulfillmentsatisfaction, at or prior to or on the Closing DateClosing, of each of the following conditions, all or any of which may be unless waived in writing by Buyer in writing, except as otherwise provided by law:Buyer.
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Samples: Stock Purchase Agreement (Madison River Capital LLC)
Conditions to Buyer’s Obligations. The obligations of Buyer under to effect the transactions contemplated by this Agreement are shall be subject to the fulfillment, at or prior to or on the Closing DateClosing, of each of the following conditions, all or any conditions (each of which may be waived by Buyer in writing, except as otherwise provided by law:):
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Conditions to Buyer’s Obligations. The obligations of Buyer under this Agreement to consummate the transactions provided for hereby are subject to the fulfillmentsatisfaction, on or prior to or on the Closing Date, of each of the following conditions, all or any of which may be waived by Buyer in writing, except as otherwise provided by law:
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Conditions to Buyer’s Obligations. The obligations obligation of Buyer under to perform this Agreement are is subject to the fulfillment, prior to satisfaction (or on the Closing Date, of each written waiver by Buyer in Buyer's sole discretion) of the following conditionsconditions at or before the Closing, it being an explicit condition that all or any of agreements and documents to be delivered to Buyer which may are not attached as Schedules (and therefore deemed satisfactory to Buyer) must be waived by Buyer in writing, except as otherwise provided by law:form and substance reasonably satisfactory to Buyer;
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Conditions to Buyer’s Obligations. The obligations of Buyer under this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions, all or any of which may be waived by Buyer in writing, except as otherwise provided by law:
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Conditions to Buyer’s Obligations. The obligations obligation of Buyer under to consummate the transactions contemplated by this Agreement are is subject to the fulfillment, prior to satisfaction of the 9 conditions set forth in this Section 3.01 on or on before the Closing Date, . Buyer may expressly waive any or all of each of the following such conditions, all in whole or any of which may be waived by Buyer in writingpart, except as otherwise provided by law:without prior notice.
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