Conditions to Obligations of Purchaser. The obligations of Purchaser hereunder are subject to the fulfillment, at or before the Closing, of each of the following conditions (all or any of which may be waived in whole or in part by Purchaser in its sole discretion):
Appears in 33 contracts
Samples: Limited Liability Company Membership Interests Purchase Agreement (Cig Wireless Corp.), Limited Liability Company Membership Interests Purchase Agreement (Cyber Supply Inc.), Stock Purchase Agreement (Cable & Co Worldwide Inc)
Conditions to Obligations of Purchaser. The obligations of Purchaser hereunder to purchase the Shares are subject to the fulfillment, at or before the Closing, of each of the following conditions (all or any of which may be waived in whole or in part by Purchaser in its sole discretion):
Appears in 22 contracts
Samples: Stock Purchase Agreement (Danka Business Systems PLC), Stock Purchase Agreement (AerCap Holdings N.V.), Stock Purchase Agreement (Viewpoint Corp)
Conditions to Obligations of Purchaser. The obligations of Purchaser hereunder to purchase the Assets and to assume and to pay, perform and discharge the Assumed Liabilities are subject to the fulfillment, at or before the Closing, of each of the following conditions (all or any of which may be waived in whole or in part by Purchaser in its sole discretion):
Appears in 17 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Nevada Gold & Casinos Inc), Asset Purchase Agreement (MFC Development Corp)
Conditions to Obligations of Purchaser. The obligations of Purchaser hereunder to purchase the Acquired Interests are subject to the fulfillment, at or before the Closing, of each of the following conditions (all or any of which may be waived in whole or in part by Purchaser in its sole discretion):
Appears in 17 contracts
Samples: Membership Interest Purchase Agreement (NRG Energy, Inc.), Purchase and Sale Agreement (Clearway Energy, Inc.), Purchase and Sale Agreement (Clearway Energy LLC)
Conditions to Obligations of Purchaser. The obligations of Purchaser hereunder to proceed with Closing are subject to the fulfillment, at or before the Closing, of each satisfaction of the following conditions (conditions, any or all or any of which may be waived in whole or in part by Purchaser in its sole discretion):Purchaser:
Appears in 9 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Atlas Resource Partners, L.P.), Purchase and Sale Agreement (Rangeford Resources, Inc.)
Conditions to Obligations of Purchaser. The obligations of Purchaser hereunder are are, at the option of Purchaser, subject to the fulfillmentsatisfaction, at on or before prior to the ClosingClosing Date, of each of the following conditions (all or any of which may be waived in whole or in part by Purchaser Purchaser, in its sole discretion):
Appears in 6 contracts
Samples: Asset Purchase Agreement (Rush Enterprises Inc \Tx\), Asset Purchase Agreement (Rush Enterprises Inc \Tx\), Asset Purchase Agreement (Rush Enterprises Inc \Tx\)
Conditions to Obligations of Purchaser. The obligations of Purchaser hereunder to consummate the Transactions are subject to the fulfillment, at satisfaction of the following conditions on or before the Closing, of each of the following conditions (any and all or any of which may be waived in whole or in part by Purchaser in its sole discretion):Purchaser, to the extent permitted by applicable Law:
Appears in 5 contracts
Samples: Business Combination Agreement (Alternus Clean Energy, Inc.), Business Combination Agreement (Goal Acquisitions Corp.), Business Combination Agreement (Goal Acquisitions Corp.)
Conditions to Obligations of Purchaser. The obligations of Purchaser hereunder are to consummate the Transactions shall be subject to the fulfillmentsatisfaction, at or before prior to the Closing, of each of the following conditions (conditions, any or all or any of which may be waived waived, in whole or in part part, by Purchaser in its sole discretion):Purchaser:
Appears in 5 contracts
Samples: Agreement and Plan of Merger (TILT Holdings Inc.), Agreement and Plan of Merger (TILT Holdings Inc.), Merger Agreement (Appfolio Inc)
Conditions to Obligations of Purchaser. The obligations of Purchaser hereunder to consummate the transaction provided for herein are subject subject, at the option of Purchaser, to the fulfillment, at fulfillment on or before the prior to Closing, of each of the following conditions (all or any of which may be waived in whole or in part by Purchaser in its sole discretion):conditions:
Appears in 4 contracts
Samples: Purchase and Sale Agreement (Queen Sand Resources Inc), Purchase and Sale Agreement (Queen Sand Resources Inc), Purchase and Sale Agreement (Queen Sand Resources Inc)
Conditions to Obligations of Purchaser. The obligations of Purchaser hereunder to purchase the Interests are subject to the fulfillment, at or before the Closing, of each of the following conditions (all or any of which may be waived in whole or in part by Purchaser in its sole discretion):
Appears in 3 contracts
Samples: Purchase Agreement (Viewpoint Corp), Purchase Agreement (Viewpoint Corp), Purchase Agreement (Viewpoint Corp)
Conditions to Obligations of Purchaser. The All of the obligations of Purchaser hereunder under this Agreement are subject to the fulfillment, fulfillment prior to or at or before the Closing, Closing of each of the following conditions (all or conditions, any of which may be waived in whole or in part writing by Purchaser in its sole discretion)::
Appears in 2 contracts
Samples: Asset Purchase Agreement (Compucredit Corp), Asset Purchase Agreement (Compucredit Corp)
Conditions to Obligations of Purchaser. The obligations of Purchaser hereunder are to consummate the transactions contemplated hereby shall be subject to the fulfillmentfulfillment (or waiver by Purchaser, at or before the Closing, of each of the following conditions (all or any of which may be waived in whole or in part by Purchaser in its sole discretion):) on or prior to the Closing Date of the following additional conditions, which Seller agrees to use reasonable efforts to cause to be fulfilled:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Global Water Resources, Inc.), Asset Purchase Agreement (Global Water Resources, Inc.)
Conditions to Obligations of Purchaser. The obligations of Purchaser hereunder are to consummate the Acquisition is subject to the fulfillment, fulfillment prior to or at or before the Closing, of each Closing of the following conditions (all with respect to Seller, any one or any more of which may be waived in writing in whole or in part by Purchaser in its sole discretion):Parent Purchaser:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Integrated Device Technology Inc), Asset Purchase Agreement (Integrated Device Technology Inc)
Conditions to Obligations of Purchaser. The obligations of the Purchaser hereunder under this Agreement are subject to the fulfillment, at or before prior to the Closing, of each of the following conditions (all conditions, any one or any more of which may be waived in whole or in part by the Purchaser in at its sole discretion)::
Appears in 2 contracts
Samples: Stock Purchase Agreement (Ladd Furniture Inc), Asset Purchase Agreement (Ladd Furniture Inc)
Conditions to Obligations of Purchaser. The obligations of the Purchaser hereunder to purchase the Shares are subject to the fulfillment, at fulfillment or before the Closing, waiver of each of the following conditions (all on or any of which may be waived in whole or in part by Purchaser in its sole discretion):before the Closing Date:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Rock Castle Holdings, LLC), Stock Purchase Agreement (HealthWarehouse.com, Inc.)
Conditions to Obligations of Purchaser. The obligations of Purchaser hereunder are subject to the fulfillment, at or before the Closing, of each of the following conditions (all or any of which may be waived in whole or in part by Purchaser in its sole discretionPurchaser):
Appears in 2 contracts
Samples: Purchase Agreement (Inland Western Retail Real Estate Trust Inc), Purchase Agreement (Insignia Financial Group Inc)
Conditions to Obligations of Purchaser. The obligations of Purchaser hereunder to be performed at the Closing are subject to the fulfillment, at or before the Closing, of each satisfaction of the following conditions (conditions, any or all or any of which may be waived in whole or in part by Purchaser in its sole discretion):Purchaser:
Appears in 2 contracts
Samples: Asset Purchase and Sale Agreement (Premcor Refining Group Inc), Asset Purchase and Sale Agreement (Williams Companies Inc)
Conditions to Obligations of Purchaser. The obligations obligation of Purchaser to complete the purchase of the Securities hereunder are is subject to the fulfillment, at or before the Closing, of each satisfaction of the following conditions (conditions, any or all or any of which may be waived in whole or in part by Purchaser in its sole discretion):Purchaser:
Appears in 2 contracts
Samples: Securities Purchase Agreement (Leucadia National Corp), Securities Purchase Agreement (Finova Group Inc)
Conditions to Obligations of Purchaser. The obligations obligation of Purchaser hereunder are to consummate the transactions contemplated hereby shall be subject to the fulfillment, at fulfilment on or before prior to the Closing, of each Closing Date of the following conditions (all or conditions, any of which may be waived in whole or in part by Purchaser in its sole discretion):Purchaser:
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Progressive Care Inc.), Membership Interest Purchase Agreement
Conditions to Obligations of Purchaser. The obligations obligation of the Purchaser hereunder are to complete the Transactions contemplated hereby is subject to the fulfillmentfulfillment or written waiver (at the sole discretion of the Purchaser), at upon or before prior to the Closing, of each of the following conditions (all or any of which may be waived in whole or in part by Purchaser in its sole discretion):conditions:
Appears in 1 contract
Conditions to Obligations of Purchaser. The obligations of Purchaser hereunder are subject to the fulfillment, at or before the Closing, of each of the following conditions (all or any of which may be waived in whole or in part by Purchaser in its sole discretion):Purchaser). Seller shall use all commercially reasonable efforts to fulfill, at or before the Closing, such of the following conditions (or portions thereof) over which it has control.
Appears in 1 contract
Conditions to Obligations of Purchaser. The obligations of Purchaser hereunder are subject to the fulfillmentsatisfaction, at or before the Closing, of each of the following conditions (all or any of which may be waived in whole or in part by Purchaser in its sole discretion):
Appears in 1 contract
Samples: Asset Purchase Agreement (Family Christian Stores Inc)
Conditions to Obligations of Purchaser. The obligations of Purchaser hereunder to purchase the Assets and take the other actions required to be taken by Purchaser at Closing under this Agreement are subject to the fulfillment, at or before the prior to Closing, of each of the following conditions (all conditions, any one or any more of which may be waived in whole or in part by Purchaser in its sole discretion)::
Appears in 1 contract
Conditions to Obligations of Purchaser. The obligations of Purchaser hereunder are to consummate the Transactions shall be subject to the fulfillmentfulfillment or Purchaser's waiver (in its sole discretion), at or before prior to the Closing, of each of the following conditions (all or any of which may be waived in whole or in part by Purchaser in its sole discretion):conditions:
Appears in 1 contract
Samples: Topping Unit Purchase Agreement (Par Pacific Holdings, Inc.)
Conditions to Obligations of Purchaser. The obligations of Purchaser hereunder to consummate the transactions contemplated hereby are subject to the fulfillment, satisfaction (or waiver by Purchaser) at or before the Closing, of each of the following conditions (all or any of which may be waived in whole or in part by Purchaser in its sole discretion):conditions:
Appears in 1 contract
Samples: Stock Purchase Agreement (Applied Graphics Technologies Inc)
Conditions to Obligations of Purchaser. The obligations obligation of the Purchaser hereunder are to consummate the Transactions is subject to the fulfillment, at or before the ClosingClosing Date, of each of the following conditions (all conditions, any one or any more of which may be waived in whole or in part by the Purchaser in its sole discretion):, and all of which shall be deemed to have been waived or satisfied for all purposes upon consummation by the Parties of the Closing:
(a) [***].
Appears in 1 contract
Conditions to Obligations of Purchaser. The obligations of Purchaser hereunder to consummate the transactions contemplated hereby are subject to the fulfillment, at on or before the ClosingClosing Date, of each of the following conditions (all set forth in this Section 7.02, any one or any more of which may be waived in whole or in part by Purchaser in writing in its sole discretion):discretion (subject to the provisions of Section 10.01).
Appears in 1 contract
Samples: Stock Purchase Agreement (TAL International Group, Inc.)
Conditions to Obligations of Purchaser. The obligations of Purchaser hereunder are to effect the Purchase and to consummate the other Transactions shall be subject to the fulfillmentsatisfaction or written waiver (where permissible under Legal Requirements), at or before prior to the Closing, of each of the following conditions (all or any of which may be waived in whole or in part by Purchaser in its sole discretion):conditions:
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Lions Gate Entertainment Corp /Cn/)
Conditions to Obligations of Purchaser. The obligations of Purchaser hereunder are to consummate the transactions contemplated hereby shall be subject to the fulfillment, fulfillment or waiver at or before prior to the Closing, Closing of each of the following conditions (all or any of which may be waived in whole or in part by Purchaser in its sole discretion):additional conditions:
Appears in 1 contract
Samples: Asset Purchase Agreement (Sunlink Health Systems Inc)
Conditions to Obligations of Purchaser. The obligations of Purchaser -------------------------------------- hereunder are subject to the fulfillment, at or before the Closing, of each of the following conditions (all or any of which may be waived in whole or in part by Purchaser in its sole discretion):
Appears in 1 contract
Samples: Asset Purchase Agreement (Pepsi Cola Puerto Rico Bottling Co)
Conditions to Obligations of Purchaser. The obligations of Purchaser hereunder to consummate the transactions contemplated by this Agreement are subject to the fulfillment, at or before the Closing, of each of the following conditions (all or any of which may be waived in writing in whole or in part by Purchaser in its sole discretion):
Appears in 1 contract
Samples: Asset Purchase Agreement (Sol-Gel Technologies Ltd.)
Conditions to Obligations of Purchaser. The obligations of Purchaser hereunder are to consummate the Acquisition is subject to the fulfillment, fulfillment prior to the specified date or at or before the Closing, time of each Closing of the following conditions (all with respect to Seller, any one or any more of which may be waived in whole or in part by Purchaser in its sole discretion):Purchaser: (a)
Appears in 1 contract
Conditions to Obligations of Purchaser. The obligations of Purchaser hereunder are subject to the fulfillment, at or before the Closing, of each of the following conditions (all or any of which may be waived in whole or in part by Purchaser in its sole discretion):Purchaser). Seller shall use all commercially reasonable efforts to fulfill, at or before the Closing, such of the following conditions (or portions thereof) over which Seller has control.
Appears in 1 contract
Samples: Stock Purchase Agreement (Uici)
Conditions to Obligations of Purchaser. The obligations of Purchaser hereunder to purchase the Interests are subject to the fulfillment, at or before the Closing, of each of the following conditions (all or any of which may be waived in whole or in part by Purchaser in its sole discretion, it being understood that the Closing of the transaction shall be evidence of such waiver):
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Gryphon Gold Corp)
Conditions to Obligations of Purchaser. The obligations of Purchaser hereunder are to consummate the Transactions shall be subject to the fulfillmentfulfillment or written waiver, at or before prior to the Closing, of each of the following conditions (all or any of which may be waived in whole or in part by Purchaser in its sole discretion):conditions:
Appears in 1 contract
Samples: Purchase Agreement (Bally Total Fitness Holding Corp)
Conditions to Obligations of Purchaser. The obligations obligation of Purchaser hereunder are to consummate the Transactions is subject to the fulfillment, at or before the ClosingClosing Date, of each of the following conditions (all conditions, any one or any more of which may be waived in whole or in part by Purchaser in its sole discretion):, and all of which shall be deemed to have been waived or satisfied for all purposes upon consummation by the Parties of the Closing:
Appears in 1 contract
Conditions to Obligations of Purchaser. The obligations of Purchaser hereunder are to consummate each Closing shall be subject to the fulfillment, fulfillment at or before the Closing, prior to such Closing of each of the following conditions (all or any of which may be conditions, unless waived in whole or in part by Purchaser in its sole discretion):Purchaser:
Appears in 1 contract
Conditions to Obligations of Purchaser. The obligations of Purchaser hereunder are to consummate the transactions contemplated hereby shall be subject to the fulfillment, fulfillment (or waiver by Purchaser) at or before prior to the Closing, Closing of each of the following conditions (all or any of which may be waived in whole or in part by Purchaser in its sole discretion):conditions:
Appears in 1 contract
Samples: Asset Purchase Agreement (Startengine Crowdfunding, Inc.)
Conditions to Obligations of Purchaser. The obligations of Purchaser hereunder to purchase the Purchased Interests are subject to the fulfillment, at or before the Closing, of each of the following conditions (all or any of which may be waived in whole or in part by Purchaser in its sole discretionPurchaser):
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Renegy Holdings, Inc.)
Conditions to Obligations of Purchaser. The obligations of Purchaser hereunder are to effect the transactions contemplated hereby shall be subject to the fulfillmentsatisfaction or waiver by Purchaser, at or before the ClosingClosing Date, of each of the following conditions further conditions: (all or any of which may be waived in whole or in part by Purchaser in its sole discretion):a) Representations and Warranties.
Appears in 1 contract
Samples: Asset Purchase Agreement
Conditions to Obligations of Purchaser. The obligations of Purchaser hereunder under this Agreement are subject to the fulfillment, at or before the Closing, of each of the following conditions (all or any of which may be waived in whole or in part by Purchaser in its sole discretion):Purchaser).
Appears in 1 contract
Samples: Securities Purchase Agreement (Black Creek Management LLC)
Conditions to Obligations of Purchaser. The All of the obligations of Purchaser hereunder under this Agreement are subject to the fulfillment, fulfillment prior to or at or before the Closing, Closing of each of the following conditions (all or conditions, any of which may be waived in whole or in part by Purchaser in its sole discretion)::
Appears in 1 contract
Conditions to Obligations of Purchaser. The obligations of the Purchaser hereunder under this Agreement are subject to the fulfillment, at or before prior to the Closing, of each of the following conditions (all conditions, any one or any more of which may be waived in whole or in part by the Purchaser in its sole discretion)::
Appears in 1 contract
Conditions to Obligations of Purchaser. The obligations of Purchaser hereunder are to consummate and effect the transactions contemplated hereby shall be subject to the fulfillment, satisfaction or fulfillment at or before prior to the Closing, Closing of each of the following conditions (all or conditions, any of which may be waived waived, in whole or in part by Purchaser in its writing, at the sole discretion):discretion of Purchaser:
Appears in 1 contract
Conditions to Obligations of Purchaser. The obligations of Purchaser hereunder under this Agreement are subject to the fulfillment, at or before prior to the Closing, of each of the following conditions (all conditions, any one or any more of which may be waived in whole or in part by Purchaser in its sole discretion)::
Appears in 1 contract
Conditions to Obligations of Purchaser. The obligations of Purchaser hereunder are to consummate the Acquisition shall be subject to the fulfillmentfulfillment or written waiver, at or before prior to the ClosingClosing Time, of each of the following conditions (all or any of which may be waived in whole or in part by Purchaser in its sole discretion):additional conditions:
Appears in 1 contract
Conditions to Obligations of Purchaser. The obligations obligation of Purchaser hereunder are to consummate the Transactions is subject to the fulfillmentsatisfaction, at or before the Closing, of each of the following conditions (all or conditions, any of which conditions may be waived in whole or in part by Purchaser in its sole discretion)::
Appears in 1 contract
Samples: Asset Purchase Agreement
Conditions to Obligations of Purchaser. The obligations of the Purchaser hereunder are subject to the fulfillment, at or before the Closing, of each of the following conditions (all or any of which may be waived in whole or in part by Purchaser in its sole discretion):the Purchaser).
Appears in 1 contract
Samples: Stock Acquisition Agreement (Zenith National Insurance Corp)
Conditions to Obligations of Purchaser. The obligations of the Purchaser hereunder are subject to the fulfillment, at or before the Closing, of each of the following conditions (all or any of which may be waived in whole or in part by the Purchaser in its sole discretion):
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (Ameriquest Technologies Inc)