Conditions to Obligation of all Parties Sample Clauses

Conditions to Obligation of all Parties. The obligations of the parties to effect the transactions contemplated by this Agreement are subject to the satisfaction of the following conditions at or prior to the Closing Date:
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Conditions to Obligation of all Parties. The respective obligations of Buyer and Sellers to effect the Closing is subject to the satisfaction or explicit written waiver at or prior to the Closing of the following conditions:
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Conditions to Obligation of all Parties. The respective obligation of each Party to effect the Transactions is subject to the satisfaction or waiver at or prior to each Closing of each of the following conditions:
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Conditions to Obligation of all Parties. 19 Section 5.2 Conditions to Obligation of Buyer. 19 Section 5.3 Conditions to Obligation of Seller. 20 ARTICLE 6 TERMINATION 20 Section 6.1 Termination of Agreement. 20 Section 6.2 Effect of Termination. 22 Section 6.3 Buyer Deposit. 22 ARTICLE 7 MISCELLANEOUS 22 Section 7.1 Definitions. 22 Section 7.2 Expenses. 28 Section 7.3 Entire Agreement; Amendment; Waiver; Assignment. 28 Section 7.4 Notices. 28 Section 7.5 Governing Law; Jurisdiction. 29 Section 7.6 Exhibits and Schedules; Construction; Interpretation. 29 Section 7.7 Parties in Interest. 30 Section 7.8 Severability. 30 Section 7.9 AS IS CONDITION; DISCLAIMER OF WARRANTIES; EXCLUSIVITY OF REPRESENTATIONS AND WARRANTIES. 30 Section 7.10 Counterparts. 33 Section 7.11 Waiver of Jury Trial. 33 Section 7.12 Survival. 33 Section 7.13 Time of Essence. 33 Section 7.14 Non-Recourse. 33 Section 7.15 Bankruptcy Court Approval. 34 Exhibits: Exhibit 1.1: Store Properties Exhibit A: Form of Xxxx of Sale Exhibit B: Form of Assignment and Assumption Agreement Exhibit C: Form of Assignment and Assumption of Lease Exhibit D: Form of Sale Order ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of [●], 2017, is made by and among Xxxxx Supermarkets Company, LLC (“MS Company”) and [●] (“ ”, and together with MS Company, each, a “Seller”, and together, “Sellers”), and [●]1, a [●] (“Buyer”). Sellers and Buyer shall be referred to herein from time to time collectively as the “Parties” and each individually as a “Party.” Definitions of capitalized terms are set forth in Section 7.1.
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Related to Conditions to Obligation of all Parties

  • Conditions to Obligations of All Parties The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:

  • Conditions to All Parties’ Obligations Notwithstanding any other provision of this Agreement to the contrary, the obligations of each of the parties to this Agreement to consummate the transactions described herein shall be conditioned upon the satisfaction of each of the following conditions precedent on or prior to the Closing Date:

  • Conditions to Obligation of Parent The obligation of Parent to consummate the Merger is also subject to the fulfillment or written waiver by Parent prior to the Closing Date of each of the following conditions:

  • Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions:

  • Conditions to Obligations of Parent The obligation of Parent to effect the Merger is further subject to satisfaction or waiver of the following conditions:

  • Conditions to Obligations of Company The obligation of Company to effect the Merger is also subject to the satisfaction or waiver by Company at or prior to the Effective Time of the following conditions:

  • Conditions to Obligations OF EACH PARTY TO EFFECT THE MERGER. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:

  • Additional Conditions to Obligations of Company The obligation of Company to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by Company:

  • Conditions to Obligation of the Purchaser The obligation of the Purchaser to purchase the Receivables from the Seller on the Closing Date is subject to the satisfaction of the following conditions:

  • Conditions to Obligations of Parent and Sub The obligations of Parent and Sub to effect the Merger are further subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:

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