Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, of each of the following conditions:
Appears in 311 contracts
Samples: Membership Interest Purchase Agreement (Envirotech Vehicles, Inc.), Membership Interest Purchase Agreement (Focus Impact BH3 NewCo, Inc.), Membership Interest Purchase Agreement (Focus Impact BH3 NewCo, Inc.)
Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer’s 's waiver, at or prior to the Closing, of each of the following conditions:
Appears in 51 contracts
Samples: Membership Interest Purchase Agreement (Aaon, Inc.), Intellagents, LLC Asset Purchase Agreement (LZG International, Inc.), Membership Interest Purchase Agreement (Aaon, Inc.)
Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, of each Closing of the following conditions:conditions (any one or more of which may be waived in whole or in part by Buyer):
Appears in 38 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement, Library Copyright Purchase Agreement
Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be Merger also are subject to the fulfillment or Buyer’s waiver, at or written waiver by Buyer prior to the Closing, Closing Date of each of the following conditions:
Appears in 29 contracts
Samples: Agreement and Plan of Merger (Eagle Bancorp Montana, Inc.), Agreement and Plan of Merger (Eagle Bancorp Montana, Inc.), Agreement and Plan of Merger (Sunnyside Bancorp, Inc.)
Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer’s waiver, at on or prior to the Closing, Closing Date of each of the following conditions:
Appears in 29 contracts
Samples: Purchase and Sale Agreement (Eagle Rock Energy Partners L P), Purchase and Sale Agreement (Noble Energy Inc), Membership Interest Purchase and Sale Agreement (Crosstex Energy Lp)
Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, of each of the following further conditions:
Appears in 19 contracts
Samples: Asset Purchase Agreement, Stock Purchase Agreement (Nexstar Broadcasting Group Inc), Asset Purchase Agreement (LIN Media LLC)
Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement Transactions shall be subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, of each of the following conditions:
Appears in 16 contracts
Samples: Unit Purchase Agreement (Charge Enterprises, Inc.), Stock Purchase Agreement (Fat Brands, Inc), Stock Purchase Agreement (Charge Enterprises, Inc.)
Conditions to Obligations of Buyer. The obligations obligation of Buyer to consummate the transactions contemplated by this Agreement shall be are subject to the fulfillment (or express written waiver by Buyer’s waiver, at or ) prior to or at the Closing, of each all of the following conditions:
Appears in 15 contracts
Samples: Dealership Asset Purchase Agreement (LMP Automotive Holdings, Inc.), Dealership Asset Purchase Agreement (LMP Automotive Holdings, Inc.), Dealership Asset Purchase Agreement (LMP Automotive Holdings, Inc.)
Conditions to Obligations of Buyer. The obligations obligation of Buyer to consummate complete the transactions contemplated by this Agreement shall be is subject to the fulfillment satisfaction or Buyer’s waiver, waiver by Buyer at or prior to the Closing, of each Closing of the following additional conditions:
Appears in 12 contracts
Samples: Asset Purchase Agreement (PetIQ, Inc.), Asset Purchase Agreement (Ani Pharmaceuticals Inc), Asset Purchase Agreement (Aegerion Pharmaceuticals, Inc.)
Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement hereby shall be subject to the fulfillment (or waiver by Buyer’s waiver, at ) on or prior to the Closing, of each Closing Date of the following additional conditions:
Appears in 10 contracts
Samples: Asset Purchase Agreement (Atkore International Holdings Inc.), Letter Agreement (Terra Networks Sa), Asset Purchase Agreement (L 3 Communications Holdings Inc)
Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer’s written waiver, at or prior to the Closing, of each of the following conditions:
Appears in 9 contracts
Samples: Asset Purchase Agreement (International Isotopes Inc), Asset Purchase Agreement (Molina Healthcare, Inc.), Intellectual Property Purchase Agreement
Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be are subject to the fulfillment satisfaction or Buyer’s waiver, waiver (if permitted by applicable Law) at or prior to the Closing, Closing of each of the following conditions:
Appears in 9 contracts
Samples: Equity Purchase Agreement (Entravision Communications Corp), Securities Purchase Agreement (Entravision Communications Corp), Securities Purchase Agreement (Brookdale Senior Living Inc.)
Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer’s Xxxxx's waiver, at or prior to the Closing, of each of the following conditions:
Appears in 8 contracts
Samples: Asset Purchase Agreement (Hydrofarm Holdings Group, Inc.), Membership Interests Purchase Agreement (Cannapharmarx, Inc.), Membership Interest Purchase Agreement (Wrap Technologies, Inc.)
Conditions to Obligations of Buyer. The obligations obligation of Buyer to consummate effect the purchase of the Purchased Assets and the other transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, of each Closing Date (or the waiver by Buyer) of the following conditions:
Appears in 8 contracts
Samples: Purchase and Sale Agreement (Pennsylvania Electric Co), Purchase and Sale Agreement (Pennsylvania Electric Co), Purchase and Sale Agreement (Pennsylvania Electric Co)
Conditions to Obligations of Buyer. The obligations obligation of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment satisfaction or Buyer’s waiver, at waiver by Buyer in writing on or prior to the Closing, Closing Date of each of the following conditions:
Appears in 8 contracts
Samples: Stock Purchase Agreement (Repap Wisconsin Inc), Stock Purchase Agreement (Cole National Corp /De/), Stock Purchase Agreement (Cke Restaurants Inc)
Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be Merger are subject to the fulfillment or Buyer’s waiver, at or written waiver by Buyer prior to the Closing, Closing Date of each of the following conditions:
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Cambridge Bancorp), Agreement and Plan of Merger (Eastern Bankshares, Inc.), Agreement and Plan of Merger (Lakeland Bancorp Inc)
Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer’s waiverare subject, at or prior the option of Buyer, to the Closing, of each of the following conditions:
Appears in 8 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Penn Virginia Corp), Purchase and Sale Agreement (American Midstream Partners, LP)
Conditions to Obligations of Buyer. The Each and all of the obligations of Buyer to consummate the transactions contemplated by this Agreement shall be are subject to the fulfillment or Buyer’s waiver, at or prior to or at the Closing, of each Closing of the following conditions, except to the extent that Buyer may waive any one or more thereof in its sole discretion:
Appears in 8 contracts
Samples: Asset Purchase Agreement (Intercloud Systems, Inc.), Asset Purchase Agreement (Mantra Venture Group Ltd.), Stock Purchase Agreement (Veriteq)
Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer’s waiverwaiver in Buyer’s discretion, at or prior to the Closing, of each of the following conditions:
Appears in 8 contracts
Samples: Share Exchange Agreement (Muliang Agritech, Inc.), Membership Interest Purchase Agreement, Agreement and Plan of Reorganization (Development Capital Group, Inc.)
Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject provided for herein are subject, at the option of Buyer, to the fulfillment or Buyer’s waiver, at on or prior to the Closing, Closing Date of each of the following conditions:
Appears in 7 contracts
Samples: Purchase and Sale Agreement (Constellation Energy Partners LLC), Purchase and Sale Agreement (Energy Xxi (Bermuda) LTD), Agreement for Purchase and Sale (Toreador Resources Corp)
Conditions to Obligations of Buyer. (a) The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment satisfaction or written waiver by Buyer’s waiver, at or prior to the Closing, of each of the following conditions, and if any of such conditions are not satisfied or waived in writing by Buyer at or prior to Closing, Buyer may terminate this Agreement:
Appears in 7 contracts
Samples: Agreement of Purchase and Sale (Pennsylvania Real Estate Investment Trust), Agreement of Purchase and Sale (Pennsylvania Real Estate Investment Trust), Agreement of Purchase and Sale (Pennsylvania Real Estate Investment Trust)
Conditions to Obligations of Buyer. The obligations of Buyer to consummate this Agreement and the transactions contemplated by this Agreement shall be hereby are subject to the fulfillment or Buyer’s waiverfulfillment, at or prior to or at the Closing, of each of the following conditionsconditions precedent:
Appears in 7 contracts
Samples: Asset Purchase Agreement (Meredith Corp), Asset Purchase Agreement (Boca Research Inc), Asset Purchase Agreement (Conductus Inc)
Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated provided for by this Agreement shall be subject are subject, at the discretion of Buyer, to the fulfillment or Buyer’s waiver, satisfaction at or prior to the Closing, Closing of each of the following conditions:
Appears in 7 contracts
Samples: Stock Purchase Agreement (Littelfuse Inc /De), Stock Purchase Agreement (Homeland Security Capital CORP), Stock Purchase Agreement (DJSP Enterprises, Inc.)
Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver by Buyer’s waiver, at or prior to the Closing, of each of the following conditions:
Appears in 6 contracts
Samples: Stock Purchase Agreement (American Financial Group Inc), Equity Purchase Agreement (Beacon Roofing Supply Inc), Stock Purchase Agreement (US Alliance Corp)
Conditions to Obligations of Buyer. The All obligations of Buyer to consummate the transactions contemplated by under this Agreement shall be are subject to the fulfillment or Buyer’s waiversatisfaction, at or prior to or at the Closing, of each of the following conditionsconditions precedent:
Appears in 6 contracts
Samples: Purchase Agreement (Ruby Tuesday Inc), Purchase Agreement (Ruby Tuesday Inc), Purchase Agreement (Ruby Tuesday Inc)
Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment fulfilment or Buyer’s waiver, at or prior to the Closing, of each of the following conditions:
Appears in 6 contracts
Samples: Asset Purchase Agreement (Recruiter.com Group, Inc.), Asset Purchase Agreement (Diversified Restaurant Holdings, Inc.), Stock Purchase Agreement (Focus Universal Inc.)
Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer’s waiver, at or prior to before the Closing, of each of the following conditions:
Appears in 6 contracts
Samples: Asset Purchase Agreement (Trulieve Cannabis Corp.), Asset Purchase Agreement (Trulieve Cannabis Corp.), Asset Purchase Agreement (Trulieve Cannabis Corp.)
Conditions to Obligations of Buyer. The obligations obligation of the Buyer to consummate effect the transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, of each Closing Date of the following additional conditions:
Appears in 6 contracts
Samples: Limited Liability Company Membership Interests and Stock Purchase Agreement (Dynegy Holdings Inc), Asset Sale Agreement (Wisconsin Public Service Corp), Generating Station Sales Agreement (Orange & Rockland Utilities Inc)
Conditions to Obligations of Buyer. The obligations obligation of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment fulfillment, or the waiver by Buyer’s waiver, at on or prior to the ClosingClosing Date, of each of the following conditions:
Appears in 6 contracts
Samples: Asset Purchase Agreement (Getty Realty Corp /Md/), Asset Purchase Agreement (Getty Realty Corp /Md/), Stock Purchase Agreement (Worldwide Flight Services Inc)
Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by transaction provided for in this Agreement shall be subject are subject, at the option of Buyer, to the fulfillment or Buyer’s waiver, at on or prior to the Closing, Closing Date of each of the following conditions:
Appears in 6 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Pedevco Corp), Purchase and Sale Agreement (Everflow Eastern Partners Lp)
Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement hereby shall be subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, of each of the following conditions:
Appears in 5 contracts
Samples: Equity Purchase Agreement (Cannabist Co Holdings Inc.), Equity Purchase Agreement (Cannabist Co Holdings Inc.), Equity Purchase Agreement (Verano Holdings Corp.)
Conditions to Obligations of Buyer. The obligations obligation of Buyer to consummate the transactions contemplated by provided for in this Agreement shall be subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, 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:
Appears in 5 contracts
Samples: Sale and Purchase Agreement (Gothic Energy Corp), Sale and Purchase Agreement (RLP Gulf States LLC), Stock Purchase Agreement (Oneok Inc)
Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, of each of the following conditions:
Appears in 5 contracts
Samples: Purchase and Sale Agreement (Golden Minerals Co), Asset Purchase Agreement (Hc2 Holdings, Inc.), Asset Purchase Agreement (Hc2 Holdings, Inc.)
Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement at the Closing shall be subject to the fulfillment or Buyer’s waiver, at or prior to the ClosingClosing Date, of each of the following conditions:
Appears in 5 contracts
Samples: Stock Purchase Agreement (Yunhong Green Cti Ltd.), Stock Purchase Agreement (Yunhong Green Cti Ltd.), Stock Purchase Agreement (Yunhong CTI Ltd.)
Conditions to Obligations of Buyer. The obligations obligation of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, of each of the following conditions:
Appears in 5 contracts
Samples: Asset Purchase Agreement (Agriforce Growing Systems Ltd.), Asset Purchase Agreement (Jupiter Wellness, Inc.), Asset Purchase Agreement (Jupiter Wellness, Inc.)
Conditions to Obligations of Buyer. The obligations obligation of Buyer to consummate effect purchase of the Assets and the other transactions contemplated by this Agreement shall be subject to the fulfillment of the following conditions, or Buyer’s waiverwaiver thereof, by Buyer at or prior to the Closing, of each of the following conditionsClosing Date:
Appears in 5 contracts
Samples: Asset Purchase Agreement (Unisource Energy Corp), Asset Purchase Agreement (Unisource Energy Corp), Asset Purchase Agreement (Citizens Communications Co)
Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement hereby shall be be, at the option of Buyer, subject to the fulfillment or Buyer’s waiverfulfillment, at or prior to the ClosingClosing Date, of each of the following additional conditions:
Appears in 5 contracts
Samples: Asset Purchase Agreement (Ta Operating Corp), Stock Purchase Agreement (Carnegie International Corp), Purchase Agreement (Ta Operating Corp)
Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement Transactions shall be subject to the fulfillment satisfaction or Buyer’s waiver, at on or prior to before the Closing, of each of the following conditions:
Appears in 4 contracts
Samples: Share Exchange Agreement (Ceelox Inc.), Assets Sale and Purchase Agreement (Western Power & Equipment Corp), Assets Sale and Purchase Agreement (Escalon Medical Corp)
Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be are subject to the fulfillment or Buyer’s waiverfulfillment, at or prior to before the ClosingClosing Date, of each of the following conditions, any one or more of which may be waived by Buyer in its sole discretion:
Appears in 4 contracts
Samples: Ete Common Unit Purchase Agreement (Williams Randa Duncan), Securities Purchase Agreement (Enterprise GP Holdings L.P.), Purchase Agreement (Williams Companies Inc)
Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject provided for hereby are subject, in the discretion of Buyer, to the fulfillment or Buyer’s waiversatisfaction, at on or prior to the ClosingClosing Date, of each of the following conditions, any of which may be waived by Buyer:
Appears in 4 contracts
Samples: Securities Purchase Agreement (Demand Media Inc.), Stock Purchase Agreement (Demand Media Inc.), Securities Purchase Agreement (Mdi, Inc.)
Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement hereby shall be subject to the fulfillment or Buyer’s waiverfulfillment, at or prior to the Closing, of each of the following additional conditions:
Appears in 4 contracts
Samples: Asset Purchase Agreement (Sight Resource Corp), Asset Purchase Agreement (Sight Resource Corp), Asset Purchase Agreement (Sight Resource Corp)
Conditions to Obligations of Buyer. The obligations obligation of Buyer to consummate the transactions contemplated by this Agreement hereby shall be subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, of each Closing of the following additional conditions:
Appears in 4 contracts
Samples: Asset Purchase Agreement (Cooper Companies Inc), Stock Purchase Agreement (Salix Pharmaceuticals LTD), Purchase Agreement (Solera Holdings, Inc)
Conditions to Obligations of Buyer. The All obligations of Buyer to consummate the transactions contemplated by under this Agreement shall be are subject to the fulfillment or Buyer’s waiverfulfillment, at or prior to the ClosingClosing Date, of each of the following conditions:conditions (any one or more of which may, in the absolute discretion of Buyer, be waived by Buyer):
Appears in 4 contracts
Samples: Stock Purchase Agreement (Whispering Oaks International Inc), Stock Purchase Agreement (Vermont Witch Hazel Co), Stock Purchase Agreement (Martinelle Ignacio)
Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer’s waiverfulfillment, at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by Buyer in its sole discretion:
Appears in 4 contracts
Samples: Purchase and Sale Agreement (Contango Oil & Gas Co), Agreement and Plan of Merger (TopBuild Corp), Asset Purchase Agreement (First Acceptance Corp /De/)
Conditions to Obligations of Buyer. The obligations obligation of Buyer to effect the purchase and sale of the Target Shares and to consummate the other transactions contemplated by this Agreement hereby shall be subject to the fulfillment (or waiver by Buyer’s waiver, ) at or prior to the Closing, of each Closing Date of the following additional conditions:
Appears in 4 contracts
Samples: Stock Purchase Agreement (Fiserv Inc), Stock Purchase Agreement (Fiserv Inc), Stock Purchase Agreement (Fiserv Inc)
Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be are subject to the fulfillment satisfaction or Buyer’s waiver, waiver (if permitted by applicable Law) at or prior to the Closing, Closing of each of the following additional conditions:
Appears in 4 contracts
Samples: Asset Purchase Agreement (Scott's Liquid Gold - Inc.), Stock Purchase Agreement (Transatlantic Petroleum Ltd.), Stock Purchase Agreement (Transatlantic Petroleum Ltd.)
Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer’s waiverwaiver in writing, at or prior to the Closing, of each of the following conditions:
Appears in 4 contracts
Samples: Asset Purchase Agreement (Ideanomics, Inc.), Asset Purchase Agreement (Ideanomics, Inc.), Agreement and Plan of Merger (Cross Country Healthcare Inc)
Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement Transaction shall be subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, of each of the following conditions:
Appears in 4 contracts
Samples: Assignment Agreement (MedMen Enterprises, Inc.), Stock Purchase Agreement (Rollins Inc), Real Estate Purchase Agreement (Rollins Inc)
Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement Transactions shall be subject to the fulfillment or BuyerXxxxx’s waiver, at or prior to the Closing, of each of the following conditions:
Appears in 4 contracts
Samples: Asset Purchase Agreement (NovaBay Pharmaceuticals, Inc.), Asset Purchase Agreement (NovaBay Pharmaceuticals, Inc.), Asset Purchase Agreement (NovaBay Pharmaceuticals, Inc.)
Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be the Transaction Documents are subject to the fulfillment or Buyer’s waiverfulfillment, at or prior to before the ClosingClosing Date, of each of the following conditions, any one or more of which may be waived by Buyer in its sole discretion:
Appears in 4 contracts
Samples: Share Purchase Agreement (Synergy CHC Corp.), Share Purchase Agreement (Synergy CHC Corp.), Share Purchase Agreement (Synergy CHC Corp.)
Conditions to Obligations of Buyer. The obligations obligation of Buyer to consummate the transactions contemplated by this Agreement hereby shall be subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, of each or, if permitted by applicable Law, waiver by Buyer, of the following additional conditions:
Appears in 3 contracts
Samples: Securities Purchase Agreement (Nucor Corp), Securities Purchase Agreement (Cornerstone Building Brands, Inc.), Stock Purchase Agreement (Uci Holdings LTD)
Conditions to Obligations of Buyer. The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or the Buyer’s waiver, at or prior to the Closing, of each of the following conditions:
Appears in 3 contracts
Samples: Membership Interest Purchase Agreement (Limbach Holdings, Inc.), Stock Purchase Agreement (Limbach Holdings, Inc.), Purchase and Sale Agreement (U.S. Gold Corp.)
Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement Transactions shall be subject to the fulfillment or waiver by Buyer’s waiver, at or prior to the Closing, of each of the following conditions:
Appears in 3 contracts
Samples: Membership Interest Purchase Agreement (TerraForm Power, Inc.), Stock Purchase Agreement (Ares Management Corp), Stock Purchase Agreement
Conditions to Obligations of Buyer. The obligations of Buyer to purchase the Assets, to assume the Assumed Liabilities and to consummate the other transactions contemplated by this Agreement shall be are subject to the fulfillment or Buyer’s waiver, at or prior to satisfaction on and as of the Closing, Closing Date of each of the following conditions:conditions (or Buyer’s expressed waiver of such condition in writing):
Appears in 3 contracts
Samples: Asset Purchase Agreement (Retrophin, Inc.), Asset Purchase Agreement (Retrophin, Inc.), Asset Purchase Agreement (Retrophin, Inc.)
Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement Closing shall be subject to the fulfillment fulfillment, or Buyer’s waiverwaiver by Buyer in its sole discretion, at or prior to the Closing, of each of the following conditions:
Appears in 3 contracts
Samples: Asset Purchase Agreement (Rite Aid Corp), Asset Purchase Agreement (Freds Inc), Asset Purchase Agreement (Walgreens Boots Alliance, Inc.)
Conditions to Obligations of Buyer. The obligations obligation of Buyer to consummate the transactions Acquisition and to take the other actions contemplated by this Agreement shall and the Ancillary Agreements to be taken by Buyer at the Closing is subject to the fulfillment or Buyer’s waiversatisfaction, at or prior to the Closing, of each of the following conditions:conditions (any of which may be waived in whole or in part by Buyer):
Appears in 3 contracts
Samples: Purchase Agreement (Liberty Corp), Purchase Agreement (Royal Bank of Canada), Purchase Agreement (Hipp W Hayne)
Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer’s written waiver, at or prior to the Closing, of each of the following conditions:
Appears in 3 contracts
Samples: Share Purchase Agreement (PDL Biopharma, Inc.), Asset Purchase Agreement (Integrated Ventures, Inc.), Asset Purchase Agreement (Integrated Ventures, Inc.)
Conditions to Obligations of Buyer. The obligations obligation of Buyer to consummate effect the transactions contemplated by this Agreement shall will be subject to the fulfillment satisfaction (or waiver by Buyer’s waiver, ) at or prior to before the Closing, Closing of each of the following additional conditions:
Appears in 3 contracts
Samples: Asset Purchase Agreement (Digital Angel Corp), Asset Purchase Agreement (Digital Angel Corp), Asset Purchase Agreement (MedAire, Inc.)
Conditions to Obligations of Buyer. The All obligations of Buyer to consummate the transactions contemplated by under this Agreement shall be are subject to the fulfillment (or waiver by Buyer’s waiver), at or prior to the Closing, of each of the following conditions:
Appears in 3 contracts
Samples: Asset Purchase Agreement (ASI Aviation, Inc.), Asset Purchase Agreement (ASI Aviation, Inc.), Business and Asset Purchase Agreement (ASI Aviation, Inc.)
Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer’s waiversubject, at or prior Buyer's option, to the Closing, fulfillment of each of the following conditionsconditions as of the Closing Date:
Appears in 3 contracts
Samples: Asset Purchase Agreement (General Communication Inc), Asset Purchase Agreement (General Communication Inc), Asset Purchase Agreement (General Communication Inc)
Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer’s waiverwaiver by Buyer in its sole discretion, at or prior to the Closing, of each of the following conditions:
Appears in 3 contracts
Samples: Stock Purchase Agreement (Skillsoft Corp.), Stock and Asset Purchase Agreement (Campbell Soup Co), Stock Purchase Agreement (Campbell Soup Co)
Conditions to Obligations of Buyer. The obligations obligation of Buyer to consummate the acquisition and the other transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, of each all of the following conditions, unless waived by Buyer in writing or through closing this transaction:
Appears in 3 contracts
Samples: Stock Purchase Agreement (Songzai International Holding Group Inc), Securities Purchase Agreement (Sino Clean Energy Inc), Stock Purchase Agreement (Basic Care Networks Inc)
Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer’s waiverfulfillment, at or prior to the Closing, of each of the following conditions:
Appears in 3 contracts
Samples: Share Purchase Agreement (ChinaGrowth South Acquisition CORP), Share Purchase Agreement (ChinaGrowth North Acquisition CORP), Asset Purchase Agreement (Bolt Technology Corp)
Conditions to Obligations of Buyer. The obligations obligation of Buyer to consummate the transactions contemplated by this Agreement hereby shall be subject to the fulfillment or Buyer’s waiverfulfillment, at or prior to the ClosingClosing Date, of each of the following additional conditions, each of which may be waived by Buyer in writing:
Appears in 3 contracts
Samples: Stock Purchase Agreement (Burns Philp & Co LTD), Stock Purchase Agreement (Burns Philp & Co LTD), Stock Purchase Agreement (Select Medical Corp)
Conditions to Obligations of Buyer. The obligations of Buyer to purchase the Included Assets and to consummate the other transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, of each Closing of the following conditions:conditions (any of which may be waived by Buyer prior to the Closing in whole or in part which waiver shall be in writing and which waiver shall not be considered a waiver of any other provision of this Agreement unless the writing so specifically states):
Appears in 3 contracts
Samples: Asset Sale Agreement, Asset Sale Agreement (CMS Energy Corp), Asset Sale Agreement (CMS Energy Corp)
Conditions to Obligations of Buyer. The obligations obligation of Buyer to consummate the transactions contemplated by this Agreement shall be is subject to the fulfillment satisfaction or Buyer’s waiver, waiver (if permitted by applicable Law) at or prior to the Closing, Closing of each of the following conditions:
Appears in 3 contracts
Samples: Equity and Asset Purchase Agreement (Enpro Industries, Inc), Equity Purchase Agreement (Westlake Chemical Corp), Unit Purchase Agreement (Nci Building Systems Inc)
Conditions to Obligations of Buyer. The All obligations of Buyer to consummate the transactions contemplated by under this Agreement shall be are subject to the fulfillment or Buyer’s waiverfulfillment, at or prior to the Closing, of each of the following conditions, any one or more of which may be waived in writing by Buyer:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Ev3 Inc.), Asset Purchase Agreement (Ev3 Inc.)
Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions transaction contemplated by this Agreement shall be subject to the fulfillment or Buyer’s 's waiver, at or prior to the Closing, of each of the following conditions:
Appears in 2 contracts
Samples: Intellectual Property Purchase Agreement (Airborne Wireless Network), Intellectual Property Purchase Agreement (Airborne Wireless Network)
Conditions to Obligations of Buyer. The obligations of Buyer BUYER to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or BuyerBUYER’s waiver, at or prior to the Closing, of each of the following conditions:
Appears in 2 contracts
Samples: Purchase Agreement (2050 Motors, Inc.), Purchase Agreement (2050 Motors, Inc.)
Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by in this Agreement shall be subject to the fulfillment or Buyer’s waiver, at on or prior to the Closing, Closing Date of each of the following conditions:
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Strategic American Oil Corp), Purchase and Sale Agreement (Strategic American Oil Corp)
Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be are subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, Closing of each of the following conditions:conditions (any or all of which may be waived in whole or in part by Buyer):
Appears in 2 contracts
Samples: Asset Transfer Agreement (Vanda Pharmaceuticals Inc.), Asset Transfer Agreement (Vanda Pharmaceuticals Inc.)
Conditions to Obligations of Buyer. The obligations of Buyer to consummate the Purchase and Sale and the other transactions contemplated by this Agreement shall be subject to the satisfaction, fulfillment or written waiver by Buyer’s waiver, at or prior to the Closing, of each of the following conditions:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Flowers Foods Inc), Stock Purchase Agreement (Flowers Foods Inc)
Conditions to Obligations of Buyer. The Except as may be waived by Buyer, all of the obligations of Buyer to consummate the transactions contemplated by this Agreement shall be provided for herein are subject to and conditioned upon, at the option of Buyer, to the fulfillment or Buyer’s waiverby Seller, at on or prior to the ClosingClosing Date, of each of the following conditions:
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Gulfport Energy Corp), Purchase and Sale Agreement (Callon Petroleum Co)
Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement and the Ancillary Documents shall be subject to the fulfillment or Buyer’s 's waiver, at or prior to the Closing, of each of the following conditions:
Appears in 2 contracts
Samples: Share Purchase Agreement (Super League Gaming, Inc.), Asset Purchase Agreement (HireQuest, Inc.)
Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer’s waiverwaiver (to the extent permitted by applicable Law) in its sole discretion, at or prior to before the Closing, of each of the following conditions:
Appears in 2 contracts
Samples: Equity Purchase Agreement (Wynn Resorts LTD), Equity and Asset Purchase Agreement (Danaher Corp /De/)
Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement hereby shall be subject to the fulfillment or Buyer’s waiver, waiver in writing at or prior to the Closing, of each Closing of the following additional conditions:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Allstate Corp), Stock Purchase Agreement (White Mountains Insurance Group LTD)
Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall herein will be subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, of each of the following conditions:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Gas Natural Inc.), Asset Purchase Agreement (Gas Natural Inc.)
Conditions to Obligations of Buyer. The All obligations of Buyer to consummate the transactions contemplated by under this Agreement shall be are subject to the fulfillment or Buyer’s waiverfulfillment, at or prior to or on the ClosingClosing Date, of each of the following conditions:conditions (any one or more of which may, in the Buyer's absolute discretion, be waived by the Buyer):
Appears in 2 contracts
Samples: Stock Purchase Agreement (Spectrum Pharmaceutical Corp), Stock Purchase Agreement (Great American Golf Works Inc)
Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement hereby shall be subject to the fulfillment or Buyer’s waiver, at on or prior to the Closing, of each Closing Date of the following conditions, any one or more of which may be waived by Buyer:
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Huron Consulting Group Inc.)
Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer’s waiversatisfaction, at or prior to the Closing, of each of the following conditions, any or all of which may be waived, in whole or in part, by Buyer:
Appears in 2 contracts
Samples: Escrow Agreement (Icagen, Inc.), Asset Purchase Agreement (Scansource Inc)
Conditions to Obligations of Buyer. The obligations obligation of Buyer to consummate effect the transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, of each Closing Date of the following conditions:additional conditions (any or all of which may be waived by Buyer in whole or in part in its sole discretion):
Appears in 2 contracts
Samples: General Partnership Interest Purchase Agreement (Tc Pipelines Lp), General Partnership Interest Purchase Agreement (Tc Pipelines Lp)
Conditions to Obligations of Buyer. The obligations obligation of Buyer to consummate ---------------------------------- effect the purchase of the Purchased Assets and the other transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, of each Closing Date (or the waiver by Buyer) of the following conditions:
Appears in 2 contracts
Samples: Asset Purchase Agreement (WPS Resources Corp), Asset Purchase Agreement (WPS Resources Corp)
Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, of each of the following conditions:conditions:
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement, Membership Interest Purchase Agreement
Conditions to Obligations of Buyer. (a) The obligations of Buyer to consummate the transactions contemplated by this Agreement at the First Closing shall be subject to the fulfillment or Buyer’s waiver, at or prior to the First Closing, of each of the following conditions:
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Century Casinos Inc /Co/), Membership Interest Purchase Agreement
Conditions to Obligations of Buyer. The obligations of Buyer to consummate proceed with the transactions contemplated by Closing under this Agreement shall be are subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, of each or at Closing of the following conditions:conditions (any one or more of which may be waived in whole or in part by Buyer at Buyer's option):
Appears in 2 contracts
Samples: Merger Agreement (Satellink Communications Inc), Merger Agreement (Satellink Communications Inc)
Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment satisfaction or Buyer’s waiverwaiver in its sole discretion, at or prior to before the Closing, of each of the following conditions:
Appears in 2 contracts
Samples: Stock Purchase Agreement (General Electric Co), Stock Purchase Agreement (Neogenomics Inc)
Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall will be subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, Closing of each of the following conditions:
Appears in 2 contracts
Samples: Agreement (LCC International Inc), Agreement (Wireless Facilities Inc)
Conditions to Obligations of Buyer. The obligations of Buyer to consummate complete the transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, of each of the following conditions:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Lithia Motors Inc), Stock Purchase Agreement (Lithia Motors Inc)
Conditions to Obligations of Buyer. The obligations obligation of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer’s written waiver, at or prior to the Closing, of each of the following conditions:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Minerva Surgical Inc), Asset Purchase Agreement (Minerva Surgical Inc)
Conditions to Obligations of Buyer. The obligations obligation of Buyer to effect the purchase and sale of the Target Shares and to consummate the other transactions contemplated by this Agreement hereby shall be subject to the fulfillment (or Buyer’s waiver, waiver by Buyer in its sole discretion) at or prior to the Closing, of each Closing Date of the following additional conditions:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Fiserv Inc), Stock Purchase Agreement (Td Ameritrade Holding Corp)
Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be Closing are subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, of each of the following conditions:conditions (unless waived by Buyer in accordance with Section 10.3):
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Assisted 4 Living, Inc.), Membership Interest Purchase Agreement (Assisted 4 Living, Inc.)
Conditions to Obligations of Buyer. The All obligations of Buyer to consummate ---------------------------------- purchase the Assets and to complete the related transactions contemplated by this Agreement shall be are subject to the fulfillment satisfaction or waiver (in the discretion of Buyer in respect to the waiver of such conditions) by Buyer’s waiver, at on or prior to the ClosingClosing Date, of each of the following conditions:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Price Communications Wireless Inc), Asset Purchase Agreement (Triton PCS Inc)
Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be are subject to the fulfillment satisfaction or Buyer’s waiver, waiver at or prior to the Closing, Closing of each of the following conditions:
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Laureate Education, Inc.), Asset Purchase Agreement (Laureate Education, Inc.)
Conditions to Obligations of Buyer. The obligations obligation of Buyer to consummate effect the transactions contemplated by this Agreement shall be hereby is subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, of each Closing Date of the following additional conditions, any of which may be waived by Buyer in its sole discretion:
Appears in 2 contracts
Samples: Asset Sale Agreement (ITC Holdings Corp.), Asset Sale Agreement (Interstate Power & Light Co)
Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by effect this Agreement and Contemplated Transactions shall be subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, Closing of each of the following conditions:conditions (unless waived by Buyer in writing in its sole discretion):
Appears in 2 contracts
Samples: Stock Purchase Agreement (Heritage Global Inc.), Share Purchase Agreement (Counsel RB Capital Inc.)
Conditions to Obligations of Buyer. The obligations obligation of Buyer to consummate the transactions contemplated hereby and by this Agreement the Ancillary Agreements shall be subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, of each Closing of the following additional conditions, any of which may be waived in writing by Buyer in its sole discretion:
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Intelsat S.A.), Purchase and Sale Agreement (Gogo Inc.)
Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement Transactions shall be subject to the fulfillment or Buyer’s waiverfulfillment, at or prior to the Closing, of each of the following conditions:
Appears in 2 contracts
Samples: Share Purchase Agreement (Pingtan Marine Enterprise Ltd.), Share Purchase Agreement (Pingtan Marine Enterprise Ltd.)
Conditions to Obligations of Buyer. The obligations obligation of Buyer to consummate the transactions contemplated by this Agreement hereby shall be subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, of each or, if permitted by applicable law, waiver by Buyer, of the following additional conditions:
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (PSAV, Inc.)
Conditions to Obligations of Buyer. The All obligations of Buyer to consummate purchase the Assets and to complete the related transactions contemplated by this Agreement shall be are subject to the fulfillment satisfaction or waiver (in the discretion of Buyer in respect to the waiver of such conditions) by Buyer’s waiver, at on or prior to the ClosingClosing Date, of each of the following conditions:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Vanguard Cellular Systems Inc), Asset Purchase Agreement (Vanguard Cellular Systems Inc)
Conditions to Obligations of Buyer. The obligations obligation of Buyer to consummate the transactions contemplated by this Agreement hereby shall be subject to the fulfillment or Buyer’s waiver, at or prior to fulfilment as of the Closing, of each or, if permitted by applicable Law, waiver by Buyer, of the following additional conditions:
Appears in 2 contracts
Samples: Securities and Asset Purchase Agreement (Triumph Group Inc), Securities and Asset Purchase Agreement (Aar Corp)
