Common use of Conditions to Obligations of Buyer Clause in Contracts

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing of all of the following conditions, any one or more of (which may be waived in writing in whole or in part by Buyer which waiver shall be deemed to constitute a waiver of any liability Seller may have under this Agreement with respect to the event or condition causing such condition not to be satisfied at the Closing):

Appears in 2 contracts

Samples: Stock Purchase Agreement (North Coast Energy Inc / De/), Stock Purchase Agreement (Belden & Blake Corp /Oh/)

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Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver (if permitted by applicable Law) at or prior to the Closing of all each of the following conditions, any one or more of additional conditions (which may be waived in writing in whole or in part by Buyer which waiver it being understood that all conditions to Closing shall be deemed to constitute a waiver of any liability Seller may have under this Agreement with respect to the event been satisfied or condition causing such condition not to be satisfied at waived from and after the Closing):

Appears in 2 contracts

Samples: Asset Purchase Agreement (Paltalk, Inc.), Stock Purchase Agreement (Pioneer Power Solutions, Inc.)

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by under this Agreement are subject to the satisfaction at satisfaction, on or prior to before the Closing of all Closing, of the following conditions, any one or more of (which may be waived by Buyer. The waiver of any of the following conditions in writing in whole or in part by Buyer which waiver shall be deemed order to close the transaction will not constitute a waiver or forfeiture of any liability Seller may have under this Agreement with respect Buyer's right to the event or condition causing indemnification for Seller's failure to fulfill such condition not to be satisfied at the Closing):condition.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Tice Technology Inc), Asset Purchase Agreement (Tice Technology Inc)

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement are shall be subject to the satisfaction or waiver, at or prior to the Closing Closing, of all each of the following conditions, any one or more conditions (each of (which is provided for the exclusive benefit of Buyer and may be waived in writing by it in whole or in part by Buyer which waiver shall be deemed to constitute a waiver of any liability Seller may have under this Agreement with respect to the event or condition causing such condition not to be satisfied at the Closingin its sole discretion):

Appears in 2 contracts

Samples: Stock Purchase Agreement (Idex Corp /De/), Stock Purchase Agreement (Idex Corp /De/)

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by under this Agreement are subject to the satisfaction fulfillment, at or prior to the Closing of all Date, of the following conditionsconditions precedent, any one or more each of (which may be waived (to the extent legally waivable) in writing in whole or in part by Buyer which waiver shall be deemed to constitute a waiver the sole discretion of any liability Seller may have under this Agreement with respect to the event or condition causing such condition not to be satisfied at the Closing):Buyer:

Appears in 1 contract

Samples: Stock Purchase Agreement (Pacira Pharmaceuticals, Inc.)

Conditions to Obligations of Buyer. The obligations of Buyer Buyer’s obligation to consummate complete the transactions contemplated by this Agreement are is subject to the satisfaction at or waiver prior to or at the Closing of all of the following conditions, any one or more of (which may be waived in writing in whole or in part by Buyer which waiver shall be deemed to constitute a waiver of any liability Seller may have under this Agreement with respect to the event or condition causing such condition not to be satisfied at the Closing)::

Appears in 1 contract

Samples: Equity Purchase Agreement (Ballantyne Strong, Inc.)

Conditions to Obligations of Buyer. The obligations of Buyer to consummate proceed with the transactions contemplated by this Agreement Closing are subject to the satisfaction satisfaction, at or prior to the Closing Closing, of all of the following conditions, any one or more of (which may be waived in writing in whole or in part by Buyer (which waiver shall be deemed to constitute a waiver of any liability Seller of the Trustee or the Company may have under this Agreement with respect to the event or condition causing such condition not be to be satisfied at the Closing):

Appears in 1 contract

Samples: Stock Purchase Agreement (SBM Certificate Co)

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by under this Agreement are subject to the satisfaction at or prior to the Closing of all of the following conditions, but compliance with any one or more of (which such conditions may be waived in writing in whole or in part by Buyer which waiver shall be deemed to constitute a waiver of any liability Seller may have under this Agreement with respect to the event or condition causing such condition not to be satisfied at the Closing):Buyer.

Appears in 1 contract

Samples: Asset Purchase Agreement (Genicom Corp)

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by under this Agreement are subject to the satisfaction at satisfaction, on or prior to before the Closing of all Date, of the following conditions, any one or more of (which may be waived in writing in whole or in part by Buyer which waiver shall be deemed to constitute a waiver of any liability Seller may have under this Agreement with respect to the event or condition causing such condition not to be satisfied at the Closing):Buyer:

Appears in 1 contract

Samples: Asset Purchase Agreement (St Lawrence Seaway Corp)

Conditions to Obligations of Buyer. The obligations obligation of Buyer to consummate the transactions contemplated by this Agreement are subject shall be subject, in the sole discretion of Buyer, to the satisfaction at satisfaction, on or prior to the Closing Date, of all each of the following conditions, any one or more of (which may be waived in writing in whole or in part by Buyer which waiver shall be deemed to constitute a waiver of any liability Seller may have under this Agreement in accordance with respect to the event or condition causing such condition not to be satisfied at the Closing):Section 10.8:

Appears in 1 contract

Samples: Stock Subscription Agreement (Red Robin Gourmet Burgers Inc)

Conditions to Obligations of Buyer. The All obligations of Buyer to ---------------------------------- consummate the transactions contemplated by Merger under this Agreement are subject to the satisfaction satisfaction, at or prior to the Closing of all Closing, of the following conditions, any one or more of (which may be waived in writing in whole or in part by Buyer which waiver shall be deemed to constitute a waiver of any liability Seller may have under this Agreement with respect (to the event or condition causing such condition not to be satisfied at the Closingextent permitted by applicable law):

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nexthealth Inc)

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by under this Agreement are subject to the satisfaction at or prior to the Closing of all of the following conditionsconditions to the extent they relate to the Purchased Assets to be sold or the Assumed Liabilities to be assumed at the Closing or the operations of the Business to which such Purchased Assets or Assumed Liabilities relate, but compliance with any one or more of (which such conditions may be waived in writing in whole or in part by Buyer which waiver shall be deemed to constitute a waiver of any liability Seller may have under this Agreement with respect to the event or condition causing such condition not to be satisfied at the Closing):Buyer:

Appears in 1 contract

Samples: Sale and Purchase Agreement (Stevens International Inc)

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by under this Agreement are subject to the satisfaction at satisfaction, on or prior to the Closing Date, of all each of the following conditions, any one or more of (which may be waived in writing by Buyer, in whole or in part by Buyer which without prior notice but such waiver shall be deemed to constitute a waiver of any liability Seller may have under this Agreement with respect to the event or condition causing such condition not to be satisfied at the Closing):effective only if made in writing and signed by a duly authorized representative of Buyer:

Appears in 1 contract

Samples: Agreement for Purchase (SiVault Systems, Inc.)

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by under this Agreement are subject to the satisfaction or waiver, at or prior to before the Closing Closing, of all each of the following conditions, any one or more of (which may be waived in writing in whole or in part by Buyer which waiver shall be deemed to constitute a waiver of any liability Seller may have under this Agreement with respect to the event or condition causing such condition not to be satisfied at the Closing)::

Appears in 1 contract

Samples: Asset Purchase Agreement (Electronics Boutique Holdings Corp)

Conditions to Obligations of Buyer. The obligations of Buyer to consummate proceed with the transactions contemplated by this Agreement Closing are subject to the satisfaction at or prior to the Closing of all of the following conditions, any one or more of (which may be waived in writing in whole or in part by Buyer (which waiver shall be deemed to constitute a waiver of any liability Seller STEN or Majority Shareholder may have under this Agreement with respect to the event or condition causing such condition not be to be satisfied at the Closing):

Appears in 1 contract

Samples: Stock Purchase Agreement (Equitable Resources Inc /Pa/)

Conditions to Obligations of Buyer. The obligations Each and every obligation of Buyer to consummate the transactions contemplated by under this Agreement are to be performed on or before the Closing shall be subject to the satisfaction at satisfaction, on or prior to before the Closing Closing, of all each of the following conditions, any one or more of (which may be unless waived in writing in whole or in part by Buyer which waiver shall be deemed to constitute a waiver of any liability Seller may have under this Agreement with respect to the event or condition causing such condition not to be satisfied at the Closing):Buyer:

Appears in 1 contract

Samples: Stock Purchase Agreement (Shop Vac Corp)

Conditions to Obligations of Buyer. The Unless otherwise waived, in whole or in part, in writing by Buyer, the obligations of Buyer to consummate effect the consummation of the transactions contemplated by this Agreement are hereunder shall be subject to the satisfaction at or prior to the Closing of all each of the following conditions, any one or more of (which may be waived in writing in whole or in part by Buyer and any of which waiver shall be deemed to constitute a waiver of any liability Seller may have under this Agreement with respect waived to the event or condition causing such condition extent not to be satisfied at if the Closing):Closing occurs:

Appears in 1 contract

Samples: Asset Purchase Agreement (Comarco Inc)

Conditions to Obligations of Buyer. The All obligations of Buyer to consummate the transactions contemplated by under this Agreement are subject to the fulfillment and satisfaction at of each and every of the following conditions on or prior to the Closing of Closing, any or all of the following conditions, any one or more of (which may be waived in writing in whole or in part by Buyer which waiver shall be deemed to constitute a waiver of any liability Seller may have under this Agreement with respect to the event or condition causing such condition not to be satisfied at the Closing):Buyer:

Appears in 1 contract

Samples: Employment Agreement (Allis Chalmers Energy Inc.)

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by provided for in this Agreement are shall be subject to the satisfaction at by Seller and Parent of each of the following conditions on or prior to the Closing Date, subject to the right of all of the following conditions, Buyer to waive any one or more of (which may be waived in writing in whole or in part by Buyer which waiver shall be deemed to constitute a waiver of any liability Seller may have under this Agreement with respect to the event or condition causing such condition not to be satisfied at the Closing):conditions:

Appears in 1 contract

Samples: Asset Purchase Agreement (Healthstar Corp /Ut/)

Conditions to Obligations of Buyer. The obligations of Buyer hereunder to consummate the transactions contemplated by this Agreement are subject to the satisfaction fulfillment, at or prior to before the Closing Closing, of all each of the following conditions, conditions (all or any one or more of (which may be waived in writing in whole or in part by Buyer which waiver shall be deemed to constitute a waiver of any liability Seller may have under this Agreement with respect to the event or condition causing such condition not to be satisfied at the Closingin its sole discretion):

Appears in 1 contract

Samples: Asset Purchase Agreement (Radware LTD)

Conditions to Obligations of Buyer. The obligations Each and every obligation of Buyer to consummate the transactions contemplated by under this Agreement are to be performed on or before the Closing shall be subject to the satisfaction at by Seller, on or prior to before the Closing Closing, of all each of the following conditions, any one or more of (which may be unless waived in writing in whole or in part by Buyer which waiver shall be deemed to constitute a waiver of any liability Seller may have under this Agreement with respect to the event or condition causing such condition not to be satisfied at the Closing):Buyer:

Appears in 1 contract

Samples: Asset Purchase Agreement (Shiloh Industries Inc)

Conditions to Obligations of Buyer. The obligations obligation of Buyer to consummate the transactions contemplated by this Agreement are shall be subject to the satisfaction fulfillment, at or prior to the Closing Closing, of all each of the following conditions, any one or more of (which may be waived in writing in whole or in part by Buyer which waiver in writing, and Seller shall be deemed use its reasonable best efforts to constitute a waiver of any liability Seller may have under this Agreement with respect to the event or condition causing cause such condition not conditions to be satisfied at the Closing):fulfilled:

Appears in 1 contract

Samples: Asset Purchase Agreement (Nimbus Group Inc)

Conditions to Obligations of Buyer. The obligations obligation of Buyer to consummate enter into and complete the transactions contemplated by Closing is subject to, at the option of Buyer acting in accordance with the provisions of this Agreement are subject with respect to termination hereof, the satisfaction at or prior to the Closing of all fulfillment of the following conditions, any one or more of (which may be waived in writing in whole or in part by Buyer which waiver shall be deemed to constitute a waiver of any liability Seller may have under this Agreement with respect to the event or condition causing such condition not to be satisfied at the Closing):it:

Appears in 1 contract

Samples: Asset Purchase Agreement (Autocyte Inc)

Conditions to Obligations of Buyer. The obligations Each and every obligation of Buyer to consummate the transactions contemplated by under this Agreement are to be performed on or before the Closing shall be subject to the satisfaction at satisfaction, on or prior to before the Closing Closing, of all each of the following conditions, any one or more of (which may be unless waived in writing in whole or in part by Buyer which waiver shall be deemed to constitute a waiver of any liability Seller may have under this Agreement with respect to the event or condition causing such condition not to be satisfied at the Closing):Buyer.

Appears in 1 contract

Samples: Asset Purchase Agreement (Middleby Corp)

Conditions to Obligations of Buyer. The All obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to the fulfillment and satisfaction at of each and every of the following conditions on or prior to the Closing of Closing, any or all of the following conditions, any one or more of (which may be waived in writing in whole or in part by Buyer which waiver shall be deemed to constitute a waiver of any liability Seller may have under this Agreement with respect to the event or condition causing such condition not to be satisfied at the Closing):Buyer:

Appears in 1 contract

Samples: Share Exchange Agreement (CHS Electronics Inc)

Conditions to Obligations of Buyer. The obligations obligation of Buyer to consummate the transactions contemplated by this Agreement are shall be subject to the satisfaction at reasonable satisfaction, or prior to the waiver by Buyer in writing, on or before the Closing of all Date, of the following conditions, any one or more all of (which may be waived in writing in whole or in part by Buyer which waiver shall be deemed to constitute a waiver are for the sole benefit of any liability Seller may have under this Agreement with respect to the event or condition causing such condition not to be satisfied at the Closing):Buyer:

Appears in 1 contract

Samples: License Agreement (Oryx Technology Corp)

Conditions to Obligations of Buyer. The obligations obligation of Buyer to consummate the transactions contemplated by provided for in this Agreement are shall be subject to the satisfaction at or prior to the Closing of all each of the following conditionsconditions on or before the Closing Date, any one or more of (which may be waived in writing in whole or in part by Buyer which waiver shall be deemed to constitute a waiver of any liability Seller may have under this Agreement with respect subject to the event or condition causing right of Buyer to waive any of such condition not to be satisfied at the Closing):conditions:

Appears in 1 contract

Samples: Sale and Purchase Agreement (RLP Gulf States LLC)

Conditions to Obligations of Buyer. The obligations of Buyer hereunder to consummate and effect the transactions contemplated by this Agreement are subject to the satisfaction fulfillment, at or prior to before the Closing Closing, of all each of the following conditions, conditions (all or any one or more of (which may be waived in writing in whole or in part by Buyer in its sole discretion, each of which waiver shall be deemed to constitute a waiver be waived upon the consummation of any liability Seller may have under this Agreement with respect to the event or condition causing such condition not to be satisfied at the Closing):

Appears in 1 contract

Samples: Lease and Option Agreement (Griffin Land & Nurseries Inc)

Conditions to Obligations of Buyer. The All obligations of Buyer hereunder to consummate the transactions contemplated by this Agreement herein at the Closing are subject to the fulfillment and satisfaction at of each of the following conditions on or prior to the Closing of Closing, any or all of the following conditions, any one or more of (which may be waived in writing in whole or in part by Buyer which Buyer, provided that no such waiver shall be deemed to constitute effective unless it is set forth in a waiver of any liability Seller may have under this Agreement with respect to the event or condition causing such condition not to be satisfied at the Closing):writing executed by Buyer:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Innotrac Corp)

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by provided for in this Agreement are subject to the satisfaction (or waiver in whole or in part by Buyer) at or prior to the Closing of all of the following conditions, any one or more of (which may be waived in writing in whole or in part by Buyer which waiver shall be deemed to constitute a waiver of any liability Seller may have under this Agreement with respect to the event or condition causing such condition not to be satisfied at the Closing)::

Appears in 1 contract

Samples: Asset Purchase Agreement (Dynatronics Corp)

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by under this Agreement are subject to the satisfaction at satisfaction, on or prior to before the Closing of all Date, of the following conditions, any one or more of (which may be waived by Buyer. The waiver of any of the following conditions in writing in whole or in part by Buyer which waiver shall be deemed order to close the transaction will not constitute a waiver or forfeiture of any liability Seller may have under this Agreement with respect Buyer's right to the event or condition causing indemnification for Seller's failure to fulfill such condition not to be satisfied at the Closing):condition.

Appears in 1 contract

Samples: Asset Purchase Agreement (Tice Technology Inc)

Conditions to Obligations of Buyer. The obligations obligation of Buyer to consummate the transactions contemplated by this Agreement are shall be subject to the satisfaction at or waiver by Buyer in writing on or prior to the Closing of all Date of the following conditions, any one or more of (which may be waived in writing in whole or in part by Buyer which waiver shall be deemed to constitute a waiver of any liability Seller may have under this Agreement with respect to the event or condition causing such condition not to be satisfied at the Closing):condition:

Appears in 1 contract

Samples: Purchase Agreement (Cole National Corp /De/)

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by under this Agreement are subject to the satisfaction at or waiver by Buyer on or prior to the Closing of all Date of the following conditions, any one or more of (which may be waived in writing in whole or in part by Buyer which waiver shall be deemed to constitute a waiver of any liability Seller may have under this Agreement with respect to the event or condition causing such condition not to be satisfied at the Closing):.

Appears in 1 contract

Samples: Asset Purchase Agreement (Geo Specialty Chemicals Inc)

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction fulfillment, at or prior to before the Closing of all Date, of the following conditions, any one or more of (which may be waived in writing in whole or in part by Buyer which waiver shall be deemed to constitute a waiver of any liability Seller may have under this Agreement with respect to the event or condition causing such condition not to be satisfied at the Closingin its sole discretion (except for Section 7.3):

Appears in 1 contract

Samples: Asset Purchase Agreement

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement are shall be subject to the satisfaction at satisfaction, on or prior to before the Closing Date, of all each and every one of the following conditions, any one or more all of (which may be waived in writing waived, in whole or in part part, by Buyer which waiver shall be deemed to constitute a waiver of any liability Seller may have under this Agreement with respect to the event or condition causing such condition not to be satisfied at the Closing):Buyer.

Appears in 1 contract

Samples: Joint Development Agreement

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the Closing and the other transactions contemplated by this Agreement are shall be subject to the satisfaction at or prior to the Closing fulfillment of all of the following conditions, any one or more of (which may be conditions unless waived in writing in whole or in part by Buyer which waiver shall be deemed to constitute a waiver of any liability Seller may have under this Agreement with respect to the event or condition causing such condition not to be satisfied at the Closing):in writing:

Appears in 1 contract

Samples: Asset Purchase Agreement (Waterlink Inc)

Conditions to Obligations of Buyer. The obligations Each and every obligation of Buyer to consummate the transactions contemplated by under this Agreement are to be performed on or before the Closing shall be subject to the satisfaction at satisfaction, on or prior to before the Closing of all each of the following conditions, any one or more of (which may be unless waived in writing in whole or in part by Buyer which waiver shall be deemed to constitute a waiver of any liability Seller may have under this Agreement with respect to the event or condition causing such condition not to be satisfied at the Closing):Buyer:

Appears in 1 contract

Samples: Stock Purchase Agreement (Educational Video Conferencing Inc)

Conditions to Obligations of Buyer. The obligations obligation of Buyer to consummate the transactions contemplated by this Agreement are is subject to the satisfaction satisfaction, or the waiver in writing by Buyer, at or prior to before the Closing Closing, of all of the following conditions, any one or more of (which may be waived conditions set out below in writing in whole or in part by Buyer which waiver shall be deemed to constitute a waiver of any liability Seller may have under this Agreement with respect to the event or condition causing such condition not to be satisfied at the Closing):Section 9.

Appears in 1 contract

Samples: Asset Purchase Agreement (Kofax Image Products Inc)

Conditions to Obligations of Buyer. The obligations Each and every obligation of Buyer to consummate the transactions contemplated by under this Agreement are to be performed at or before the Closing by Buyer is subject to the satisfaction satisfaction, at or prior to before the Closing Closing, of all each of the following conditions, any one or more of (which may be unless waived in writing in whole or in part by Buyer which waiver shall be deemed to constitute a waiver of any liability Seller may have under this Agreement with respect to the event or condition causing such condition not to be satisfied at the Closing):Buyer:

Appears in 1 contract

Samples: Stock Purchase Agreement (Applied Power Inc)

Conditions to Obligations of Buyer. The obligations Each and every obligation of Buyer to consummate the transactions contemplated by under this Agreement are to be performed at the Closing shall be subject to the satisfaction satisfaction, at or prior to before the Closing Closing, of all each of the following conditions, any one or more of (which may be unless waived in writing in whole or in part by Buyer which waiver shall be deemed to constitute a waiver of any liability Seller may have under this Agreement with respect to the event or condition causing such condition not to be satisfied at the Closing):Buyer:

Appears in 1 contract

Samples: Asset Purchase Agreement (Avalon Cable Finance Inc)

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement are shall be subject to the satisfaction at or prior to the Closing of all of the following conditions, any one or more of (which except as Buyer may be waived waive the same in writing in whole or in part by writing. Buyer which waiver shall be deemed to constitute a waiver may not rely on the failure of any liability Seller may have under condition set forth in this Agreement with respect to the event or condition causing such condition not Article VIII to be satisfied at if such failure was due to the Closing):failure of Buyer to perform any of its obligations under this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement

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Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by under this Agreement are subject to the satisfaction or, unless prohibited by law, the waiver by Buyer, at or prior to before the Closing Closing, of all each of the following conditions, any one or more of (which may be waived in writing in whole or in part by Buyer which waiver shall be deemed to constitute a waiver of any liability Seller may have under this Agreement with respect to the event or condition causing such condition not to be satisfied at the Closing)::

Appears in 1 contract

Samples: Asset Purchase Agreement (American Eagle Group Inc)

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver (if permitted by applicable Law) by Buyer at or prior to the Closing of all each of the following conditions, any one or more of additional conditions (which may be waived in writing in whole or in part by Buyer which waiver it being understood that all conditions to Closing shall be deemed to constitute a waiver have been satisfied or waived from and after the Closing other than for purposes of any liability Seller may have under this Agreement with respect to the event or condition causing such condition not to be satisfied at the ClosingArticle X):

Appears in 1 contract

Samples: Asset Purchase Agreement (Allscripts Healthcare Solutions, Inc.)

Conditions to Obligations of Buyer. The Buyer’s obligations of Buyer to consummate the transactions contemplated Asset Purchase and take the other actions required to be taken by this Agreement them at the Closing are subject to the satisfaction at fulfillment or prior to satisfaction, as of the Closing Closing, of all each of the following conditions, conditions (it being understood that (a) any one or more of (which the following conditions may be waived in writing in whole or in part by Buyer which waiver in a writing signed by Buyer and (b) by proceeding with the Closing, Buyer shall be deemed to constitute a waiver have waived any of any liability Seller may have under this Agreement with respect to the event such conditions that remains unfulfilled or condition causing such condition not to be satisfied at the Closingunsatisfied):

Appears in 1 contract

Samples: Asset Purchase Agreement (Utstarcom Inc)

Conditions to Obligations of Buyer. The obligations of Buyer to consummate proceed with the transactions contemplated by this Agreement Closing are subject to the satisfaction at or prior to the Closing of all of the following conditions, any one or more of (which may be waived in writing in whole or in part by Buyer (which waiver shall be deemed to constitute a waiver of any liability Seller may have under this Agreement (other than liability for matters specified in a duly delivered Breach Notice) with respect to the event or condition causing such condition not to be satisfied at the Closing):

Appears in 1 contract

Samples: Stock Purchase Agreement (Consumers Energy Co)

Conditions to Obligations of Buyer. The obligations Each and every obligation of the Buyer to consummate be performed at the transactions contemplated by this Agreement are Closing shall be subject to the satisfaction at as of or prior to the Closing of all before such time of the following conditions, any one or more of conditions (which may be unless waived in writing in whole or in part by the Buyer) and unless so satisfied shall permit Buyer which waiver shall be deemed to constitute a waiver of any liability Seller may have under terminate this Agreement with respect to the event or condition causing such condition not to be satisfied at the Closing):Agreement:

Appears in 1 contract

Samples: Stock Purchase Agreement (American Stone Industries Inc)

Conditions to Obligations of Buyer. The obligations Each and every obligation of Buyer to consummate the transactions contemplated by under this Agreement are to be performed on or before the Closing shall be subject to the satisfaction at satisfaction, on or prior to before the Closing closing, of all each of the following conditions, any one or more of (which may be unless waived in writing in whole or in part by Buyer which waiver shall be deemed to constitute a waiver of any liability Seller may have under this Agreement with respect to the event or condition causing such condition not to be satisfied at the Closing):Buyer:

Appears in 1 contract

Samples: Asset Purchase Agreement (PLM International Inc)

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject shall be subject, to the extent not waived by Buyer in writing, to the satisfaction at or prior to the Closing of all each of the following conditionsconditions and, any one or more of (which may be waived in writing in whole or in part by Buyer which waiver shall be deemed to constitute a waiver the extent that satisfaction of any liability Seller may have under this Agreement with respect to the event or condition causing such condition not requires any action on the part of Seller, Seller hereby agrees to be satisfied at the Closing):take such action:

Appears in 1 contract

Samples: Asset Purchase Agreement (Crown Vantage Inc)

Conditions to Obligations of Buyer. The Buyer’s obligations of Buyer to consummate the transactions contemplated Equity Purchase and take the other actions required to be taken by this Agreement Buyer at the Closing are subject to the satisfaction at fulfillment or prior to satisfaction, as of the Closing Closing, of all each of the following conditions, conditions (it being understood that any one or more of (which the following conditions may be waived in writing in whole or in part by Buyer which in a writing signed by Buyer and that any such waiver shall be deemed not affect any rights to constitute a waiver of indemnification or any liability Seller may have under this Agreement with respect to the event or condition causing such condition not to be satisfied at the Closingremedy hereunder):

Appears in 1 contract

Samples: Purchase Agreement (Coupa Software Inc)

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction satisfaction, at or prior to the Closing Closing, of all each of the following further conditions, any one or more of (which may be waived in writing in whole or in part by Buyer which waiver shall be deemed to constitute a waiver of any liability Seller may have under this Agreement with respect to the event or condition causing such condition not to be satisfied at the Closing):Buyer:

Appears in 1 contract

Samples: Canadian Asset Purchase Agreement (Scotts Company)

Conditions to Obligations of Buyer. The obligations Each and every obligation of Buyer to consummate the transactions contemplated by under this Agreement are to be performed on the Closing shall be subject to to, on or before the Closing, the satisfaction at or prior to the Closing of all each of the following conditions, any one or more of (which may be unless waived in writing in whole or in part by Buyer which waiver shall be deemed to constitute a waiver of any liability Seller may have under this Agreement with respect to the event or condition causing such condition not to be satisfied at the Closing):Buyer:

Appears in 1 contract

Samples: Asset Purchase Agreement (Shiloh Industries Inc)

Conditions to Obligations of Buyer. The obligations Each and every obligation of Buyer to consummate the transactions contemplated by under this Agreement are to be performed at or before the Closing shall be subject to the satisfaction satisfaction, at or prior to before the Closing Closing, of all each of the following conditions, any one or more of (which may be unless waived in writing in whole or in part by Buyer which waiver shall be deemed to constitute a waiver of any liability Seller may have under this Agreement with respect to the event or condition causing such condition not to be satisfied at the Closing):Buyer:

Appears in 1 contract

Samples: Asset Purchase Agreement (Transworld Home Healthcare Inc)

Conditions to Obligations of Buyer. The obligations obligation of Buyer BUYER to consummate proceed with the transactions contemplated by Closing under this Agreement are is subject to the satisfaction at satisfaction, on or prior to the Closing Closing, of all each of the following conditions, any one or more each of (which may be waived in writing in whole or in part by Buyer which waiver shall be deemed to constitute a waiver of any liability Seller may have under this Agreement with respect to the event or condition causing such condition not to be satisfied at the Closing):BUYER:

Appears in 1 contract

Samples: Stock Purchase Agreement (General Environmental Management, Inc)

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject shall be subject, to the extent not waived by Buyer in writing, to the satisfaction at or prior to the Closing of all each of the following conditions, any one or more of (which may be waived in writing in whole or in part by Buyer which waiver shall be deemed to constitute a waiver of any liability Seller may have under this Agreement with respect to the event or condition causing such condition not to be satisfied at the Closing)::

Appears in 1 contract

Samples: Asset Purchase Agreement (C&d Technologies Inc)

Conditions to Obligations of Buyer. The obligations obligation of Buyer to consummate the transactions contemplated by provided for in this Agreement are Agree­ment shall be subject to the satisfaction at or prior to the Closing of all each of the following conditionsconditions on or before the Closing Date, subject to the right of Buyer to waive any one or more of (which may be waived in writing in whole or in part by Buyer which waiver shall be deemed to constitute a waiver of any liability Seller may have under this Agreement with respect to the event or condition causing such condition not to be satisfied at the Closing):conditions:

Appears in 1 contract

Samples: Purchase and Sale Agreement (Ram Energy Resources Inc)

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement are at the Closing as provided herein shall be subject to the satisfaction fulfillment or written waiver, at or prior to the Closing Closing, of all each of the following conditions; provided, any one or more of (which may however, that Buyer shall not be waived in writing in whole or in part by Buyer which waiver shall be deemed entitled to constitute a waiver the benefit of any liability Seller may have under this Agreement with respect to such Closing conditions if the event or failure of such Closing condition causing such condition not to be satisfied at is solely the Closing):result of the action or inaction of Buyer or any of its Affiliates:

Appears in 1 contract

Samples: Share Transfer Agreement (Chindex International Inc)

Conditions to Obligations of Buyer. The obligations of Buyer to consummate carry out the transactions contemplated by this Agreement are subject subject, at the option of Buyer, to the satisfaction at satisfaction, or prior to the Closing of all waiver by Buyer, of the following conditionsconditions (it being understood that upon the occurrence of the Closing, any one or more all of (which may be waived in writing in whole or in part by Buyer which waiver such conditions shall be deemed to constitute a waiver of any liability Seller may have under this Agreement with respect to the event been satisfied or condition causing such condition not to be satisfied at the Closingwaived):

Appears in 1 contract

Samples: Asset Purchase Agreement (Heico Corp)

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement hereunder are subject to the fulfillment or satisfaction at or prior to the Closing of all on, and as of the following conditionsClosing, any of each of the conditions set forth below. Any one or more of (which the following conditions may be waived by Buyer, but only in a writing in whole or in part signed by Buyer; provided, however, that if the Buyer which waiver proceeds with the Closing, despite having Knowledge that any of the following conditions have not been fulfilled, then it shall be deemed to constitute a waiver of any liability Seller may have under this Agreement with respect to the event or condition causing waived such condition not to be satisfied at the Closing):condition.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Neuro-Hitech Pharmaceuticals Inc)

Conditions to Obligations of Buyer. The All of the obligations of Buyer to consummate the transactions contemplated by under this Agreement are subject to the satisfaction at or fulfillment prior to or at the Closing of all each of the following conditions, any one or more of (which may be waived in writing in whole or in part by Buyer which waiver shall be deemed to constitute a waiver of any liability Seller may have under this Agreement with respect to the event or condition causing such condition not to be satisfied at the Closing):in its sole discretion:

Appears in 1 contract

Samples: Asset Purchase Agreement (Gi Joes Inc)

Conditions to Obligations of Buyer. The obligations obligation of Buyer to consummate the transactions contemplated by this Agreement are subject shall be subject, in the sole discretion of Buyer, to the satisfaction satisfaction, at or prior to the Closing Closing, of all each of the following conditions, any one or more of (which may be waived in writing in whole or in part by Buyer which waiver shall be deemed to constitute a waiver of any liability Seller may have under this Agreement in accordance with respect to the event or condition causing such condition not to be satisfied at the Closing):Section 10.9:

Appears in 1 contract

Samples: Acquisition Agreement (Smithfield Foods Inc)

Conditions to Obligations of Buyer. The Subject to anything contained in Section 3.3 to the contrary, the obligations of Buyer to consummate the transactions contemplated by this Agreement are Transactions shall be subject to the satisfaction or written waiver by Buyer, at or prior to the Closing Closing, of all each of the following conditions, any one or more of (which may be waived in writing in whole or in part by Buyer which waiver shall be deemed to constitute a waiver of any liability Seller may have under this Agreement with respect to the event or condition causing such condition not to be satisfied at the Closing)::

Appears in 1 contract

Samples: Share Purchase Agreement (Nebraska Book Co)

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement are shall be subject to the satisfaction satisfaction, at or prior to the Closing Closing, of all each of the following conditions, conditions (any one or more of (which may be waived in writing by Buyer in whole or in part by Buyer which waiver shall be deemed to constitute a waiver of any liability Seller may have under this Agreement with respect to the event or condition causing such condition not to be satisfied at the Closingpart):

Appears in 1 contract

Samples: 1 Stock Purchase Agreement (Denali Inc)

Conditions to Obligations of Buyer. The obligations Each and every obligation of Buyer to consummate the transactions contemplated by be performed under this Agreement are is subject to the satisfaction at or prior to the Closing of all each of the following conditions, any one or more of conditions (which may be unless waived in writing in whole or in part by Buyer which waiver shall be deemed to constitute a waiver of any liability Seller may have under this Agreement with respect to the event or condition causing such condition not to be satisfied at the ClosingBuyer):

Appears in 1 contract

Samples: Stock Purchase Agreement (Allotech International Inc)

Conditions to Obligations of Buyer. The obligations obligation of Buyer to consummate the transactions contemplated by this Agreement are shall be subject to the satisfaction at or prior to the Closing of all of the following conditionsconditions at or prior to Closing, any one or more of (which may be waived in writing in whole or in part by Buyer which waiver shall be deemed to constitute a waiver of any liability Seller may have under this Agreement with respect to the event or condition causing such condition not to be satisfied at the Closing):Buyer:

Appears in 1 contract

Samples: Limited Partnership Interest and Stock Purchase Agreement (Abgenix Inc)

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing of all of the following conditionsconditions precedent on or before the Closing Date, any one or more of (which may be waived in writing in whole or in part by Buyer which waiver shall be deemed to constitute a waiver of any liability Seller may have under this Agreement with respect to the event or condition causing such condition not to be satisfied at the Closing):Buyer:

Appears in 1 contract

Samples: Agreement to Purchase Assets and Assume Liabilities (Republic Bancorp Inc /Ky/)

Conditions to Obligations of Buyer. The obligations obligation of Buyer to consummate the transactions contemplated by provided for in this Agreement are shall be subject to the satisfaction at or prior to the Closing of all each of the following conditionsconditions on or before the Closing Date, subject to the right of Buyer to waive any one or more of (which may be waived in writing in whole or in part by Buyer which waiver shall be deemed to constitute a waiver of any liability Seller may have under this Agreement with respect to the event or condition causing such condition not to be satisfied at the Closing):conditions: ram2ndqtr10q-ex1015.htm

Appears in 1 contract

Samples: Purchase and Sale Agreement (Ram Energy Resources Inc)

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement hereby to be consummated at the Closing are subject to the satisfaction at or prior to the Closing of all of the following conditions, but compliance with any one or more of (which such conditions may be waived in writing in whole or in part by Buyer which waiver shall be deemed to constitute a waiver of any liability Seller may have under this Agreement with respect to the event or condition causing such condition not to be satisfied at the Closing):Buyer.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sterling Software Inc)

Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement are shall be subject to the satisfaction at as of or prior to before the Time of Closing of all of the following conditions, any one or more of conditions (which may be unless waived in writing in whole or in part by Buyer which waiver shall be deemed to constitute a waiver of any liability Seller may have under this Agreement with respect to the event or condition causing such condition not to be satisfied at the ClosingBuyer):

Appears in 1 contract

Samples: Asset Purchase Agreement (Keithley Instruments Inc)

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