Common use of Conditions to Obligations of Each Party Clause in Contracts

Conditions to Obligations of Each Party. The respective obligations of each party hereto to consummate the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, by agreement of all the parties hereto (it being understood that each such condition is solely for the benefit of the parties hereto and may be waived in writing by their mutual agreement without notice, liability, or obligation to any Person):

Appears in 3 contracts

Samples: Share Exchange Agreement (Radiant Systems Inc), Exchange Agreement (Miller Industries Inc /Tn/), Exchange Agreement (Miller Industries Inc /Tn/)

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Conditions to Obligations of Each Party. The respective obligations of each party hereto to consummate effect the transactions contemplated hereby Transactions shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any or all of which may be waived, in writing, by agreement of all the parties hereto (it being understood that each such condition is solely for the benefit of the parties hereto and may be waived in writing by their mutual agreement without notice, liability, or obligation to any Person):the parties hereto:

Appears in 3 contracts

Samples: Merger Agreement (Dun & Bradstreet Corp/Nw), Share Purchase Agreement (Alcoa Inc), Merger Agreement (Streamline Health Solutions Inc.)

Conditions to Obligations of Each Party. The respective obligations of each party hereto to consummate the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any unless waived by all parties pursuant to Section 7.5 of which may be waived, in writing, by agreement of all the parties hereto (it being understood that each such condition is solely for the benefit of the parties hereto and may be waived in writing by their mutual agreement without notice, liability, or obligation to any Person):this Agreement:

Appears in 2 contracts

Samples: Stock Purchase Agreement (SecureAlert, Inc.), Stock Purchase Agreement

Conditions to Obligations of Each Party. The respective obligations of each party Party hereto to consummate the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing of each Date of the following conditions, any or all of which may be waived, in writing, by agreement of all the parties hereto (it being understood that each such condition is solely for the benefit of the parties hereto and may be waived in writing by their mutual agreement without noticethe Company or Purchaser in whole or in part, liability, or obligation to any Person):the extent permitted by applicable law:

Appears in 2 contracts

Samples: Contribution and Share Purchase Agreement (Panther Expedited Services, Inc.), Contribution and Share Purchase Agreement (Panther Expedited Services, Inc.)

Conditions to Obligations of Each Party. The respective obligations of each party of the Parties hereto to consummate the transactions contemplated hereby by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waivedwaived (to the extent such condition may be validly waived by such Party), in writing, by agreement of all the parties hereto (it being understood that each such condition is solely for Seller Parties and the benefit of the parties hereto and may be waived in writing by their mutual agreement without notice, liability, or obligation to any Person):Buyer Parties:

Appears in 2 contracts

Samples: Stock Purchase Agreement (Alpharma Inc), Stock Purchase Agreement (A L Industrier As)

Conditions to Obligations of Each Party. The respective obligations of each party hereto the Parties to consummate the Merger and the other transactions contemplated hereby and by each Transaction Document shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waivedmay, in writingto the extent permitted by Law, by agreement of all the parties hereto (it being understood that each such condition is solely for the benefit of the parties hereto and may be waived in writing by their mutual agreement without noticeParent or the Company, liability, or obligation to any Person):as applicable:

Appears in 2 contracts

Samples: Merger Agreement (Upbound Group, Inc.), Merger Agreement (Lyell Immunopharma, Inc.)

Conditions to Obligations of Each Party. The respective obligations of each party Party hereto to consummate the transactions contemplated hereby by this Agreement shall be subject to the satisfaction fulfillment, at or prior to the Closing Closing, of each of the following conditions, any of which may be waivedmay, in writingto the extent permitted by applicable Law, by agreement of all the parties hereto (it being understood that each such condition is solely for the benefit of the parties hereto and may be waived in writing by their mutual agreement without notice, liability, or obligation any Party in its sole discretion (provided that such waiver shall only be effective as to any Personthe obligations of such waiving Party):

Appears in 2 contracts

Samples: Share Purchase Agreement (Outbrain Inc.), Share Purchase Agreement (Outbrain Inc.)

Conditions to Obligations of Each Party. Under This Agreement. The respective obligations of each party hereto Party to consummate effect the transactions contemplated hereby shall Transaction will be subject to the satisfaction at or prior to the Closing of each of the following conditions, any or all of which may be waived, in writing, by agreement of all the parties hereto (it being understood that each such condition is solely for the benefit of the parties hereto and may be waived in writing by their mutual agreement without noticea Party with respect only to itself, liabilityin whole or in part, or obligation to any Person):the extent permitted by applicable Law:

Appears in 2 contracts

Samples: Merger Agreement (Glass House Brands Inc.), Merger Agreement (Glass House Brands Inc.)

Conditions to Obligations of Each Party. The respective obligations of each party hereto to consummate the transactions contemplated hereby shall Transactions will be subject to the satisfaction at or prior to before the Closing of each of the following conditions, any of which may be waived, in writing, to the extent permitted by agreement of all the parties hereto (it being understood that each such condition is solely for the benefit of the parties hereto and Law may be waived in writing by their mutual a written agreement without notice, liability, or obligation to any Person):of the Company and Purchaser:

Appears in 2 contracts

Samples: Share Exchange Agreement (Agenus Inc), Stock Purchase Agreement (Datawatch Corp)

Conditions to Obligations of Each Party. The respective obligations of each party hereto to this Agreement to consummate and effect the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, by agreement of all the parties hereto (it being understood that each such condition is solely for to the benefit of the parties hereto and may be waived in writing extent permitted by their mutual agreement without notice, liability, or obligation to any Personlaw):

Appears in 2 contracts

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

Conditions to Obligations of Each Party. The respective obligations of each party hereto to consummate the transactions contemplated hereby Transactions shall be subject to the satisfaction or waiver in writing at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, by agreement of all the parties hereto (it being understood that each such condition is solely for the benefit of the parties hereto and may be waived in writing by their mutual agreement without notice, liability, or obligation to any Person)::

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Eventbrite, Inc.), Membership Interest Purchase Agreement (Pandora Media, Inc.)

Conditions to Obligations of Each Party. The respective obligations of each party hereto to consummate the transactions contemplated hereby shall be subject to the satisfaction fulfillment or satisfaction, at or prior to the Closing Closing, of each of the following conditions, any of which may be waived, in writing, by agreement of all the parties hereto (it being understood that each such condition is solely for the benefit of the parties hereto and may be waived only in writing by their mutual agreement without notice, liability, Liability or obligation to any Person):

Appears in 2 contracts

Samples: Merger Agreement (CDC Corp), Merger Agreement (CDC Software CORP)

Conditions to Obligations of Each Party. The respective obligations obligation of each party hereto Party to consummate complete the transactions Transactions contemplated hereby shall be is subject to the satisfaction fulfillment or written waiver (at the sole discretion of each Party, which Party in the case of the Sellers and the Company shall be the Sellers' Representative), upon or prior to the Closing Closing, of each of the following conditions, any of which may be waived, in writing, by agreement of all the parties hereto (it being understood that each such condition is solely for the benefit of the parties hereto and may be waived in writing by their mutual agreement without notice, liability, or obligation to any Person)::

Appears in 1 contract

Samples: Share Purchase Agreement (Cellcom Israel Ltd.)

Conditions to Obligations of Each Party. The respective obligations of each party hereto to consummate the transactions contemplated hereby shall be subject to the satisfaction fulfillment or satisfaction, at or prior to the Closing Closing, of each of the following conditions, any of which may be waived, in writing, by agreement of all the parties hereto (it being understood that each such condition is solely for the benefit of the parties hereto and may be waived in writing by their mutual agreement without notice, liability, Liability or obligation to any Person):

Appears in 1 contract

Samples: Merger Agreement (CDC Corp)

Conditions to Obligations of Each Party. The respective obligations of each party hereto to consummate the transactions contemplated hereby by this Agreement shall be subject to the satisfaction fulfillment at or prior to the Closing Closing, of each of the following conditions, any of which may be waivedmay, in writingto the extent permitted by applicable Law, by agreement of all the parties hereto (it being understood that each such condition is solely for the benefit of the parties hereto and may be waived in writing by their mutual agreement without notice, liability, or obligation any party in its sole discretion (provided that such waiver shall only be effective as to any Personthe obligations of such party):

Appears in 1 contract

Samples: Purchase Agreement (Polaris Industries Inc/Mn)

Conditions to Obligations of Each Party. The respective obligations of each party hereto to consummate this Agreement to effect the transactions contemplated hereby shall will be subject to the satisfaction (or waiver by the party entitled to the benefit thereof to the extent permitted by Law) at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, by agreement of all the parties hereto (it being understood that each such condition is solely for the benefit of the parties hereto and may be waived in writing by their mutual agreement without notice, liability, or obligation to any Person)::

Appears in 1 contract

Samples: Unit Purchase Agreement (Addus HomeCare Corp)

Conditions to Obligations of Each Party. The respective obligations of each party hereto Party to consummate effect the transactions contemplated hereby shall be Transactions are subject to the satisfaction at or prior to the Closing of each of the following conditions, any or all of which may be waived, in writing, by agreement of all the parties hereto (it being understood that each such condition is solely for the benefit of the parties hereto and may be waived in writing by their mutual agreement without notice, liability, or obligation to any Person):the Parties hereto:

Appears in 1 contract

Samples: Contribution Agreement (Rw Holdings NNN Reit, Inc.)

Conditions to Obligations of Each Party. The respective obligations of each party hereto to consummate effect the transactions contemplated hereby shall be Transactions are subject to the satisfaction at or prior to the Closing of each of the following conditions, any or all of which may be waived, in writing, by agreement of all the parties hereto (it being understood that each such condition is solely for the benefit of the parties hereto and may be waived in writing by their mutual agreement without notice, liability, or obligation to any Person):the parties hereto:

Appears in 1 contract

Samples: Merger Agreement (Aspect Software Group Holdings Ltd.)

Conditions to Obligations of Each Party. The respective obligations of each party hereto Party to consummate the transactions contemplated hereby shall be by this Agreement are subject to the satisfaction or waiver (to the extent permitted by applicable Law) at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, by agreement of all the parties hereto (it being understood that each such condition is solely for the benefit of the parties hereto and may be waived in writing by their mutual agreement without notice, liability, or obligation to any Person)::

Appears in 1 contract

Samples: Stock Purchase Agreement (Heritage-Crystal Clean, Inc.)

Conditions to Obligations of Each Party. The respective obligations of each party hereto Party to consummate effect the transactions contemplated hereby hereunder shall be subject to the satisfaction or waiver (where permitted) at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, by agreement of all the parties hereto (it being understood that each such condition is solely for the benefit of the parties hereto and may be waived in writing by their mutual agreement without notice, liability, or obligation to any Person)::

Appears in 1 contract

Samples: Merger Agreement (Healthcare Trust, Inc.)

Conditions to Obligations of Each Party. The respective obligations of each party hereto to this Agreement to consummate and effect this Agreement and the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, by agreement of all the parties hereto (it being understood that each such hereto, or, in the case of a condition is solely for the benefit of the parties hereto and may one party, such condition can be waived in writing solely by their mutual agreement without notice, liability, or obligation to any Person):the benefited party:

Appears in 1 contract

Samples: Stock Purchase Agreement (Landec Corp \Ca\)

Conditions to Obligations of Each Party. The respective obligations of each party hereto Party to consummate the transactions contemplated hereby Share Contribution and the other Transactions shall be subject to the satisfaction or waiver in writing at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, by agreement of all the parties hereto (it being understood that each such condition is solely for the benefit of the parties hereto and may be waived in writing by their mutual agreement without notice, liability, or obligation to any Person)::

Appears in 1 contract

Samples: Acquisition Agreement (Avalanche Biotechnologies, Inc.)

Conditions to Obligations of Each Party. The respective obligations of each party hereto to this Agreement to consummate and effect the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, by agreement of all the parties hereto (it being understood that each such condition is solely for the benefit of the parties hereto and may be waived in writing by their mutual agreement without notice, liability, or obligation to any Person):hereto:

Appears in 1 contract

Samples: Purchase Agreement (Us Dry Cleaning Corp)

Conditions to Obligations of Each Party. The respective obligations of each party hereto to this Agreement to consummate and effect this Agreement and the transactions contemplated hereby shall be subject to the satisfaction at on or prior to the Closing Effective Time of each of the following conditions, any of which may be waived, in writing, by agreement of all the parties hereto (it being understood that each party entitled to assert such condition is solely for the benefit of the parties hereto and may be waived in writing by their mutual agreement without notice, liability, or obligation to any Person):condition:

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Ask Jeeves Inc)

Conditions to Obligations of Each Party. The respective obligations of each party hereto to consummate the transactions contemplated hereby shall be subject to the satisfaction satisfaction, at or prior to the Closing Closing, of each of the following conditions, any of which may be waived, in writing, by agreement of all the parties hereto (it being understood that each such condition is solely for the benefit of the parties hereto and may be waived in writing by their mutual agreement without notice, liability, or obligation to any Person)::

Appears in 1 contract

Samples: Asset Purchase Agreement (Global Health Voyager Inc)

Conditions to Obligations of Each Party. Under This Agreement. The respective obligations of each party hereto Party to consummate effect the transactions contemplated hereby shall Transaction will be subject to the satisfaction at or prior to the Closing of each of the following conditions, any or all of which may be waived, in writing, by agreement of all the parties hereto (it being understood that each such condition is solely for the benefit of the parties hereto and may be waived in writing by their mutual agreement without noticea Party with respect only to itself, liabilityin whole or in part, or obligation to any Person):the extent permitted by applicable Law:‌

Appears in 1 contract

Samples: Equity Purchase Agreement

Conditions to Obligations of Each Party. The respective obligations of each party hereto to consummate the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing of each Date of the following conditionsconditions contained in this Section 9.1, any or all of which may be waived, in writing, by agreement of all the parties hereto (it being understood that each such condition is solely for the benefit of the parties hereto and may be waived in writing by their mutual agreement without notice, liability, Seller or obligation Buyer in whole or in part to any Person):the extent permitted by applicable law.

Appears in 1 contract

Samples: Stock Purchase Agreement (Inktomi Corp)

Conditions to Obligations of Each Party. The respective obligations of each party hereto to consummate this Agreement and the other transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, by agreement of all the parties hereto (it being understood that each such condition is solely for to the benefit of the parties hereto and may be waived in writing extent permitted by their mutual agreement without notice, liability, or obligation to any Person):applicable Legal Requirements:

Appears in 1 contract

Samples: Share Purchase Agreement (VectivBio Holding AG)

Conditions to Obligations of Each Party. The respective obligations under this Agreement of each party hereto to consummate the transactions contemplated hereby shall be subject to the satisfaction at on or prior to the Closing of each of the following conditions, any of which may be waived, in writing, by agreement of all the parties hereto (it being understood that each such condition is solely for the benefit of the parties hereto and may be waived in writing by their mutual agreement without notice, liability, or obligation to any Person):parties:

Appears in 1 contract

Samples: Option and Purchase Agreement (Netfabric Holdings, Inc)

Conditions to Obligations of Each Party. The Under This Agreement. The‌ respective obligations of each party hereto Party to consummate effect the transactions contemplated hereby shall Transaction will be subject to the satisfaction at or prior to the Closing of each of the following conditions, any or all of which may be waived, in writing, by agreement of all the parties hereto (it being understood that each such condition is solely for the benefit of the parties hereto and may be waived in writing by their mutual agreement without noticea Party with respect only to itself, liabilityin whole or in part, or obligation to any Person):the extent permitted by applicable Law:

Appears in 1 contract

Samples: Equity Purchase Agreement

Conditions to Obligations of Each Party. The respective obligations of each party hereto the Parties to consummate the transactions contemplated hereby shall be subject to the satisfaction (or, to the extent permissible under applicable Law, written waiver by Buyer, the Company and Sellers) at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, by agreement of all the parties hereto (it being understood that each such condition is solely for the benefit of the parties hereto and may be waived in writing by their mutual agreement without notice, liability, or obligation to any Person)::

Appears in 1 contract

Samples: Stock Purchase Agreement (EPAM Systems, Inc.)

Conditions to Obligations of Each Party. The respective obligations of each party hereto to consummate the transactions contemplated hereby Transactions shall be subject to the satisfaction satisfaction, at or prior to the Closing Closing, of each of the following conditions, any of which may be waived, in writing, by agreement of all the parties hereto (it being understood that each such condition is solely for the benefit of the parties hereto and may be waived in writing by their mutual agreement without notice, liability, or obligation to any Person)::

Appears in 1 contract

Samples: Asset Purchase Agreement (Orgenesis Inc.)

Conditions to Obligations of Each Party. The respective obligations of each party hereto Party to consummate effect the transactions contemplated hereby shall be subject to the satisfaction fulfillment, at or prior to the Closing of each Closing, of the following conditions, any of : (a) No Pending or Threatened Claims. No Proceeding shall be pending or threatened which may be waived, in writing, by agreement of all the parties hereto (it being understood that each such condition is solely for the benefit presents a substantial risk of the parties hereto and may be waived restraint or prohibition of the transactions contemplated by this Agreement or the obtaining of material damages or other relief in writing by their mutual agreement without notice, liability, or obligation to any Person):connection therewith;

Appears in 1 contract

Samples: Merger Agreement (Omega Financial Corp /Pa/)

Conditions to Obligations of Each Party. The respective obligations of each party hereto Party to this Agreement to consummate and effect the Transaction and other transactions contemplated hereby herewith shall be subject to the satisfaction at or prior to the each applicable Closing of each of the following conditions, any of which may be waived, in writing, by agreement of all the parties hereto (it being understood that each such condition is solely for Company, the benefit of Parent, the parties hereto Asset Purchaser and may be waived in writing by their mutual agreement without notice, liability, or obligation to any Person):WESGEN:

Appears in 1 contract

Samples: Asset Purchase and Merger Agreement (Willdan Group, Inc.)

Conditions to Obligations of Each Party. The respective obligations of each party of the Parties hereto to consummate the transactions contemplated hereby by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waivedwaived (to the extent such condition may be validly waived by such Party), in writing, by agreement of all the parties hereto (it being understood that each such condition is solely for Seller Parties and the benefit of the parties hereto and may be waived in writing by their mutual agreement without notice, liability, or obligation to any Person):Purchaser Parties:

Appears in 1 contract

Samples: Share Purchase Agreement (Liberty Media Corp)

Conditions to Obligations of Each Party. The respective obligations of each party hereto the Parties to consummate the transactions contemplated hereby shall be subject to the satisfaction (or waiver by the Parties) at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, by agreement of all the parties hereto (it being understood that each such condition is solely for the benefit of the parties hereto and may be waived in writing by their mutual agreement without notice, liability, or obligation to any Person)::

Appears in 1 contract

Samples: Share Purchase Agreement (Tyson Foods Inc)

Conditions to Obligations of Each Party. The respective obligations of each party hereto to consummate effect the transactions contemplated hereby Transactions shall be subject to the satisfaction at or prior to as of the Closing of each of the following conditions, any or all of which may be waived, in writing, by agreement of all the parties hereto (it being understood that each such condition is solely for the benefit of the parties hereto and may be waived in writing by their mutual agreement without notice, liability, or obligation to any Person):the parties hereto:

Appears in 1 contract

Samples: Merger Agreement (Cannae Holdings, Inc.)

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Conditions to Obligations of Each Party. The respective obligations under this Agreement of each party hereto to consummate the transactions contemplated hereby shall be subject to the satisfaction at on or prior to the Closing of each of the following conditions, any of which may be waived, in writing, by agreement of all the parties hereto parties: (it being understood that each such condition is solely for the benefit of the parties hereto and may be waived in writing by their mutual agreement without notice, liability, or obligation to any Person):a)

Appears in 1 contract

Samples: Stock Purchase Agreement (Business Resource Group)

Conditions to Obligations of Each Party. The respective obligations obligation of each party hereto to consummate effect the consummation of the transactions contemplated hereby shall be by this Agreement is subject to the satisfaction or, to the extent permitted by applicable Law, waiver by such party at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, by agreement of all the parties hereto (it being understood that each such condition is solely for the benefit of the parties hereto and may be waived in writing by their mutual agreement without notice, liability, or obligation to any Person)::

Appears in 1 contract

Samples: Asset Purchase Agreement (Polypore International, Inc.)

Conditions to Obligations of Each Party. The respective obligations of each party hereto under this Agreement to consummate and effect this Agreement and the transactions contemplated hereby shall be subject to the satisfaction at fulfillment or prior to satisfaction, on and as of the Closing Closing, of each of the following conditions, any one or more of which may be waived, in writing, by agreement of all the parties hereto (it being understood that each such condition is solely for the benefit of the parties hereto and may be waived in writing by their mutual agreement without notice, liability, or obligation to any Person):hereto: (a)

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Intersolv Inc)

Conditions to Obligations of Each Party. The respective obligations of each party hereto Party to consummate and effect the transactions contemplated hereby shall Merger and Other Transactions will be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waivedwaived (except as may be prohibited by Law), in writing, by agreement of all the parties hereto (it being understood that each such condition is solely for the benefit of the parties hereto and may be waived in writing by their mutual agreement without notice, liability, or obligation to any Person):Parties:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pacira Pharmaceuticals, Inc.)

Conditions to Obligations of Each Party. The respective obligations of each party hereto Party to consummate the transactions contemplated hereby shall Transactions will be subject to the satisfaction at or prior to before the Closing of each of the following conditions, any of which may be waived, in writing, to the extent permitted by agreement of all the parties hereto (it being understood that each such condition is solely for the benefit of the parties hereto and Law may be waived in writing by their mutual a written agreement without notice, liability, or obligation to any Personof the Company and Parent (for itself and the other Parent Parties):

Appears in 1 contract

Samples: Merger Agreement (Nerdwallet, Inc.)

Conditions to Obligations of Each Party. Under This Agreement.‌ The respective obligations of each party hereto Party to consummate effect the transactions contemplated hereby shall Transaction will be subject to the satisfaction at or prior to the Closing of each all of the following conditions, any or all of which may be waived, in writing, by agreement of all the parties hereto (it being understood that each such condition is solely for the benefit of the parties hereto and may be waived in writing by their mutual agreement without noticea Party with respect only to itself, liabilityin whole or in part, or obligation to any Person):the extent permitted by applicable Law:

Appears in 1 contract

Samples: Equity Exchange Agreement

Conditions to Obligations of Each Party. The respective obligations of each party hereto to consummate effect the transactions contemplated hereby shall be Transactions are subject to the satisfaction at or prior to the Closing of each of the following conditions, any or all of which may be waived, in writing, by agreement of all the parties hereto (it being understood that each such condition is solely for the benefit of the parties hereto and may be waived in writing by their mutual agreement without notice, liability, the parties hereto at or obligation prior to any Person):the Closing:

Appears in 1 contract

Samples: Merger Agreement (Epicor Software Corp)

Conditions to Obligations of Each Party. Under This Agreement. The respective obligations of each party hereto Party to consummate effect the transactions contemplated hereby herein shall be subject to the satisfaction satisfaction, at or prior to the Closing of each Date, of the following conditions, any or all of which may be waived, in writingwhole or in part, to the extent permitted by agreement of all the parties hereto (it being understood that each such condition is solely for the benefit of the parties hereto and may be waived in writing by their mutual agreement without notice, liability, or obligation to any Person):applicable Law:

Appears in 1 contract

Samples: Interest Purchase Agreement (Clubcorp Inc)

Conditions to Obligations of Each Party. The respective obligations of each party of the Parties hereto to consummate the transactions contemplated hereby by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waivedwaived (to the extent such condition may be validly waived by such Party), in writing, by agreement of all the parties hereto Seller Parties and the Buyer Parties: (it being understood that each such condition is solely for the benefit of the parties hereto and may be waived in writing by their mutual agreement without notice, liability, or obligation to any Person):a)

Appears in 1 contract

Samples: Stock Purchase Agreement

Conditions to Obligations of Each Party. The respective obligations of each party hereto Party to this Agreement to consummate and effect this Agreement and the transactions contemplated hereby Contemplated Transactions shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, by agreement of all the parties hereto (it being understood that each such condition is solely for the benefit of the parties hereto and may be waived in writing by their mutual agreement without notice, liability, or obligation to any Person):Parties:

Appears in 1 contract

Samples: Asset Purchase Agreement (Zygo Corp)

Conditions to Obligations of Each Party. The respective --------------------------------------- obligations under this Agreement of each party hereto to consummate the transactions contemplated hereby shall be subject to the satisfaction at on or prior to the Closing of each of the following conditions, any of which may be waived, in writing, by agreement of all the parties hereto (it being understood that each such condition is solely for the benefit of the parties hereto and may be waived in writing by their mutual agreement without notice, liability, or obligation to any Person):parties:

Appears in 1 contract

Samples: Stock Purchase Agreement (Loudeye Technologies Inc)

Conditions to Obligations of Each Party. The respective obligations consummation of the --------------------------------------- transactions contemplated by this Agreement by each party hereto to consummate the transactions contemplated hereby shall be subject to the satisfaction at on or prior to the Closing of each of the following conditions, any of which may be waived, in writing, by agreement of all the parties hereto (it being understood that each such condition is solely for the benefit of the parties hereto and may be waived in writing by their mutual agreement without notice, liability, or obligation to any Person):parties:

Appears in 1 contract

Samples: Limited Partnership Interest and Stock Purchase Agreement (Data Critical Corp)

Conditions to Obligations of Each Party. The respective obligations of each party hereto to consummate the transactions contemplated hereby shall be subject to the satisfaction fulfillment or satisfaction, at or prior to the Closing Closing, of each of the following conditions, any of which may be waived, in writing, by agreement of all the parties hereto (it being understood that each such condition is solely for the benefit of the parties hereto and may be waived in writing by their mutual agreement without notice, liability, liability or obligation to any Person):

Appears in 1 contract

Samples: Asset Acquisition Agreement (Interwoven Inc)

Conditions to Obligations of Each Party. The respective obligations of each party hereto to consummate the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing of each Date of the following conditions, any or all of which may be waived, in writing, by agreement of all the parties hereto (it being understood that each such condition is solely for the benefit of the parties hereto and may be waived in writing by their mutual agreement without noticethe Company or Purchaser in whole or in part, liability, or obligation to any Person):the extent permitted by applicable Law: - -

Appears in 1 contract

Samples: Merger Agreement (Berry Plastics Corp)

Conditions to Obligations of Each Party. The respective obligations of each party hereto of the parties to consummate the transactions contemplated hereby shall be subject to the fulfillment, satisfaction or waiver at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, by agreement of all the parties hereto (it being understood that each such condition is solely for the benefit of the parties hereto and may be waived in writing by their mutual agreement without notice, liability, or obligation to any Person)::

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Cousins Properties Inc)

Conditions to Obligations of Each Party. The respective obligations of --------------------------------------- each party hereto to this Agreement to consummate and effect this Agreement and the transactions contemplated hereby shall be subject to the satisfaction satisfaction, at or prior to the Closing Effective Time, of each of the following conditions, any of which may be waived, in writing, by agreement of all the parties hereto (it being understood that each such condition is solely for the benefit of the parties hereto and may be waived in writing by their mutual agreement without notice, liability, or obligation to any Person):hereto:

Appears in 1 contract

Samples: Merger Agreement (Technitrol Inc)

Conditions to Obligations of Each Party. The respective obligations of each party hereto the Parties to consummate the transactions contemplated hereby shall be hereby, and in particular the Arrangement, are subject to the satisfaction at satisfaction, on or prior to before the Closing of each Effective Date, of the following conditions, any each of which may be waived, in writing, waived by agreement of all the parties hereto (it being understood that each such condition is solely for the benefit mutual written consent of the parties hereto and may be waived in writing by their mutual agreement without notice, liability, or obligation to any Person):Parties:

Appears in 1 contract

Samples: Arrangement Agreement (Opko Health, Inc.)

Conditions to Obligations of Each Party. The respective obligations of each party hereto Party to consummate the transactions contemplated hereby Transactions shall be subject to the satisfaction (or, to the extent permitted by applicable Law, waiver) by each Party, at or prior to before the Closing Closing, of each of the following conditions, any of which may be waived, in writing, by agreement of all the parties hereto (it being understood that each such condition is solely for the benefit of the parties hereto and may be waived in writing by their mutual agreement without notice, liability, or obligation to any Person)::

Appears in 1 contract

Samples: Merger Agreement (Ally Financial Inc.)

Conditions to Obligations of Each Party. The respective obligations of each party hereto to consummate the transactions contemplated hereby Transactions shall be subject to the satisfaction fulfillment (or where legally permissible, the waiver by such party) at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, by agreement of all the parties hereto (it being understood that each such condition is solely for the benefit of the parties hereto and may be waived in writing by their mutual agreement without notice, liability, or obligation to any Person)::

Appears in 1 contract

Samples: Stock Purchase Agreement (Fortune Brands Inc)

Conditions to Obligations of Each Party. The respective obligations of each party hereto to consummate the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing of each Date of the following conditions, any and/or all of which may be waived, in writing, by agreement of all the parties hereto (it being understood that each such condition is solely for the benefit of the parties hereto and may be waived in writing by their mutual agreement without notice, liability, Seller or obligation Buyer in whole or in part to any Person):the extent permitted by applicable law.

Appears in 1 contract

Samples: Stock Purchase Agreement (Lee Enterprises Inc)

Conditions to Obligations of Each Party. The respective obligations of each party hereto to consummate effect the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any or all of which may be waived, in writing, by agreement of all the parties hereto (it being understood that each such condition is solely for the benefit of the parties hereto and may be waived in writing by their mutual agreement without notice, liability, or obligation to any Person):the parties hereto:

Appears in 1 contract

Samples: Transaction Agreement (BMC Software Inc)

Conditions to Obligations of Each Party. The respective obligations of each party hereto to consummate the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing of each Date of the following conditions, any or all of which may be waived, in writing, by agreement of all the parties hereto (it being understood that each such condition is solely for the benefit of the parties hereto and may be waived in writing by their mutual agreement without noticethe Company or Purchaser in whole or in part, liability, or obligation to any Person):the extent permitted by applicable Law:

Appears in 1 contract

Samples: Merger Agreement (Clorox Co /De/)

Conditions to Obligations of Each Party. The respective obligations of each party hereto to this Agreement to consummate the transactions contemplated hereby shall be are subject to the satisfaction at or prior to the Closing of each of the following conditionsconditions as of the Closing Date, any of which may be waived, in writing, by agreement of all the parties hereto (it being understood that each such condition is solely for the benefit of the parties hereto and may be waived in writing by their mutual agreement without notice, liability, or obligation to any Person):all the parties hereto:

Appears in 1 contract

Samples: Asset Purchase Agreement (Peregrine Systems Inc)

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