Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to fulfillment at or prior to the Closing of the following conditions (any one or more of which may be waived in whole or in part by Seller):
Appears in 33 contracts
Samples: Asset Purchase Agreement, Copyright Purchase Agreement, Asset Purchase Agreement
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject provided for herein are subject, at the option of Seller, to the fulfillment at on or prior to the Closing Date of each of the following conditions (any one or more of which may be waived in whole or in part by Seller):conditions:
Appears in 25 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement, Purchase and Sale Agreement
Conditions to Obligations of Seller. The obligations of Seller under this Agreement to sell the Property and consummate the other transactions contemplated by this Agreement hereby shall be subject to fulfillment at or prior to the Closing satisfaction of the following conditions (on or before the Closing Date except to the extent that any one or more of which such conditions may be waived by Seller in whole or in part by Seller):writing at Closing.
Appears in 20 contracts
Samples: Purchase and Sale Agreement (RREEF Property Trust, Inc.), Purchase and Sale Agreement (RREEF Property Trust, Inc.), Purchase and Sale Agreement
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver, at or prior to the Closing Closing, of each of the following conditions (any one or more of which may be waived in whole or in part by Seller):conditions:
Appears in 15 contracts
Samples: Asset Purchase Agreement (Icu Medical Inc/De), Stock Purchase Agreement (Centerpulse LTD), Share and Asset Purchase Agreement (Centerpulse LTD)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to fulfillment the fulfillment, at or prior to the Closing Closing, of each of the following conditions (any one or more of which may be waived in whole or in part by Seller):conditions:
Appears in 14 contracts
Samples: Asset Purchase Agreement (Pinnacle Systems Inc), Asset Purchase Agreement (Media 100 Inc), Stock Purchase Agreement (CSX Corp)
Conditions to Obligations of Seller. The obligations of Seller to perform this Agreement and consummate the Merger and the other transactions contemplated by this Agreement shall be hereby are subject to fulfillment at or prior to the Closing satisfaction of the following conditions (any one or more of which may be conditions, unless waived in whole or in part by SellerSeller pursuant to Section 10.6(b):
Appears in 10 contracts
Samples: Merger Agreement (Carolina Financial Corp), Merger Agreement (Congaree Bancshares Inc), Merger Agreement (First Community Corp /Sc/)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be are subject to fulfillment the satisfaction at or prior to before the Closing Closing, of the following conditions (any one or more of following, which may be waived in whole or in part by Seller):, to the extent not prohibited by applicable Legal Requirements:
Appears in 10 contracts
Samples: Reorganization Agreement (Charter Communications Inc /Mo/), Asset Purchase Agreement (Charter Communications Inc /Mo/), Asset Purchase Agreement (Mediacom Communications Corp)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing Closing, of each of the following conditions (any one or more of which may be waived in whole or in part by Seller):conditions:
Appears in 9 contracts
Samples: Share Purchase Agreement (PDL Biopharma, Inc.), Asset Purchase Agreement (Integrated Ventures, Inc.), Asset Purchase Agreement (Polarityte, Inc.)
Conditions to Obligations of Seller. The obligations obligation of Seller to consummate complete the transactions contemplated by this Agreement shall be is subject to fulfillment the satisfaction or waiver by Seller at or prior to the Closing of the following conditions (any one or more of which may be waived in whole or in part by Seller):additional conditions:
Appears in 9 contracts
Samples: Asset Purchase Agreement (Atreca, Inc.), Asset Purchase Agreement (Atreca, Inc.), Asset Purchase Agreement (Bellicum Pharmaceuticals, Inc)
Conditions to Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated by this Agreement hereby shall be subject to the fulfillment at (or waiver by Seller), on or prior to the Closing Date, of the following conditions (any one or more of which may be waived in whole or in part by Seller):additional conditions:
Appears in 8 contracts
Samples: Asset Purchase Agreement (L 3 Communications Holdings Inc), Stock Purchase Agreement (Terra Networks Sa), Asset Purchase Agreement (L 3 Communications Corp)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment at on or prior to the Closing Date of each of the following conditions (any one or more of which may be waived in whole or in part by Seller):conditions:
Appears in 7 contracts
Samples: Asset Purchase Agreement (Hispanic Television Network Inc), Asset Purchase Agreement (Crescent Operating Inc), Asset Purchase Agreement (Access Worldwide Communications Inc)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be are subject to fulfillment at the satisfaction, on or prior to the Closing Date, of each of the following conditions (conditions, any one or more all of which Seller may be waived waive in whole or in part by Seller):writing:
Appears in 7 contracts
Samples: Asset Purchase Agreement (Smartpay Express, Inc.), Asset Purchase Agreement (Fonefriend Inc), Asset Purchase Agreement (Efoodsafety Com Inc)
Conditions to Obligations of Seller. The obligations of Seller to ----------------------------------- consummate the transactions contemplated by this Agreement shall be are subject to fulfillment the satisfaction by Seller at or prior to before the Closing Closing, of the following conditions (any one or more of following, which may be waived in whole or in part by Seller):, to the extent permitted by applicable Legal Requirements:
Appears in 7 contracts
Samples: Asset Purchase Agreement (Jones Cable Income Fund 1-B LTD), Asset Purchase Agreement (Jones Intercable Inc), Asset Purchase Agreement (Jones Cable Income Fund 1-B LTD)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to fulfillment the satisfaction or written waiver by Seller, at or prior to the Closing Closing, of each of the following conditions, and if any of such conditions (any one are not satisfied or more of which may be waived in whole writing by Seller at or in part by Seller):prior to Closing, Seller may terminate this Agreement:
Appears in 7 contracts
Samples: Purchase and Sale Agreement (Pennsylvania Real Estate Investment Trust), Agreement of Purchase and Sale (Pennsylvania Real Estate Investment Trust), Agreement of Purchase and Sale (Pennsylvania Real Estate Investment Trust)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be hereby are subject to fulfillment the satisfaction at or prior to the Closing Date of the following conditions (conditions, any one or more all of which may be waived waived, in whole or in part part, to the extent permitted by applicable law, in a written instrument executed and delivered by Seller)::
Appears in 7 contracts
Samples: Asset Purchase Agreement (Caseys General Stores Inc), Asset Purchase Agreement (Hurco Companies Inc), Asset Purchase Agreement (Hurco Companies Inc)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement hereby shall be subject to fulfillment the satisfaction or waiver in writing at or prior to the Closing of the following conditions (any one or more of which may be waived in whole or in part by Seller):additional conditions:
Appears in 7 contracts
Samples: Master Transaction Agreement (Voya Financial, Inc.), Stock Purchase Agreement (National Western Life Group, Inc.), Master Transaction Agreement (Voya Financial, Inc.)
Conditions to Obligations of Seller. The obligations of Seller under this Agreement to consummate complete the transactions contemplated by this Agreement shall be hereby at Closing are subject to fulfillment at the satisfaction on or prior to the Closing Date of the following conditions (all or any one or more of which may be waived in whole or in part by Seller):
Appears in 6 contracts
Samples: Asset Purchase Agreement (Dura Pharmaceuticals Inc/Ca), Asset Purchase Agreement (Dura Pharmaceuticals Inc/Ca), Asset Purchase Agreement (Icn Pharmaceuticals Inc)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by under this Agreement shall be subject to fulfillment are subject, at or prior the option of Seller, to the Closing fulfillment of each of the following conditions (any one or more as of which may be waived in whole or in part by Seller):the Closing:
Appears in 6 contracts
Samples: Stock Purchase Agreement (ENERGY COMPOSITES Corp), Asset Purchase Agreement (Resourcing Solutions Group Inc), Asset Purchase Agreement (Resourcing Solutions Group Inc)
Conditions to Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated by this Agreement hereby shall be subject to the fulfillment at or prior to the Closing Closing, or, if permitted by applicable Law, waiver by Seller, of the following conditions (any one or more of which may be waived in whole or in part by Seller):additional conditions:
Appears in 6 contracts
Samples: Stock and Asset Purchase Agreement (Addus HomeCare Corp), Securities Purchase Agreement (Nucor Corp), Securities Purchase Agreement (Cornerstone Building Brands, Inc.)
Conditions to Obligations of Seller. The obligations of Seller to perform this Agreement and consummate the Merger and the other transactions contemplated by this Agreement shall be hereby are subject to fulfillment at or prior to the Closing satisfaction of the following conditions (any one or more of which may be conditions, unless waived in whole or in part by SellerSeller pursuant to Section 11.6(b):
Appears in 5 contracts
Samples: Merger Agreement (Seacoast Banking Corp of Florida), Merger Agreement (SCBT Financial Corp), Merger Agreement (New Commerce Bancorp)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by under this Agreement shall be are, at its option, subject to fulfillment at the fulfillment, on or prior to before the Closing Date, of each of the following conditions (any one or more of which may be waived in whole or in part by Seller):precedent:
Appears in 5 contracts
Samples: Purchase and Sale Agreement (Cincinnati Milacron Inc /De/), Definitions Agreement (C&d Technologies Inc), Purchase and Sale Agreement (Flowserve Corp)
Conditions to Obligations of Seller. The obligations Unless waived in writing by Seller, the obligation of Seller to consummate the transactions contemplated by this Agreement shall to be subject to fulfillment consummated at the Closing, is conditioned upon fulfillment, at or prior to before the Closing Closing, of each of the following conditions (any one or more of which may be waived in whole or in part by Seller):conditions:
Appears in 5 contracts
Samples: Purchase and Assumption Agreement (Solera National Bancorp, Inc.), Purchase and Assumption Agreement (Solera National Bancorp, Inc.), Branch Purchase and Assumption Agreement (Center Financial Corp)
Conditions to Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated by this Agreement hereby shall be subject to the fulfillment at or prior to the Closing of the following conditions (any one or more of which may be waived in whole or in part by Seller):additional conditions:
Appears in 5 contracts
Samples: Stock Purchase Agreement, Asset Purchase Agreement (Cooper Companies Inc), Stock Purchase Agreement (PSAV, Inc.)
Conditions to Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated by this Agreement shall be subject to fulfillment at the satisfaction or prior to waiver, on or before the Closing Date, of the following conditions (any one or more of which may be waived in whole or in part by Seller):conditions:
Appears in 5 contracts
Samples: Purchase and Sale Agreement (Potlatch Corp), Purchase and Sale Agreement (Rayonier Inc), Purchase and Sale Agreement (Rayonier Inc)
Conditions to Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver by Seller, at or prior to the Closing Closing, of each of the following conditions (any one or more of which may be waived in whole or in part by Seller):conditions:
Appears in 5 contracts
Samples: Stock Purchase Agreement (American Financial Group Inc), Stock Purchase Agreement (US Alliance Corp), Stock and Asset Purchase Agreement (Hartford Financial Services Group Inc/De)
Conditions to Obligations of Seller. The obligations of Seller ----------------------------------- to consummate the transactions contemplated by this Agreement shall be are subject to fulfillment the satisfaction by Seller at or prior to before the Closing Closing, of the following conditions (any one or more of following, which may be waived in whole or in part by Seller):, to the extent permitted by applicable Legal Requirements:
Appears in 5 contracts
Samples: Asset Purchase Agreement (Cable Tv Fund 15-a LTD), Asset Purchase Agreement (Cable Tv Fund 14-a LTD), Asset Purchase Agreement (Ids Jones Growth Partners 89-B LTD)
Conditions to Obligations of Seller. The obligations of Seller Seller’s obligation to consummate this Agreement and the transactions contemplated by this Agreement shall be hereby is subject to fulfillment at or the fulfillment, prior to or at the Closing Closing, of all of the following conditions (any one or more precedent and the delivery of which may be waived in whole or in part by Seller):the following documents:
Appears in 4 contracts
Samples: Option to Purchase Assets Agreement (Hydrodynex, Inc.), Asset Purchase Agreement (FBC Holding Inc.), Asset Purchase Agreement (FBC Holding Inc.)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be are subject to fulfillment the satisfaction at or prior to before the Closing Date of the following conditions (conditions, any one or more of which may be waived waived, in whole or in part writing, exclusively by Seller)::
Appears in 4 contracts
Samples: Asset Purchase Agreement (ADPT Corp), Asset Purchase Agreement (Adaptec Inc), Asset Purchase Agreement (Overland Storage Inc)
Conditions to Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated by this Agreement shall be is subject to fulfillment the satisfaction, at or prior to before the Closing Closing, of the following conditions (any one or more of conditions, which may be waived in whole or in part by Seller):Seller to the extent permitted by applicable Legal Requirements:
Appears in 4 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (B2Digital, Inc.), Asset Purchase Agreement (Telecommunication Products Inc)
Conditions to Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver by Seller in its sole discretion, at or prior to the Closing Closing, of each of the following conditions (any one or more of which may be waived in whole or in part by Seller):conditions:
Appears in 4 contracts
Samples: Equity Purchase Agreement (Beacon Roofing Supply Inc), Stock and Asset Purchase Agreement (EverBank Financial Corp), Purchase Agreement (Corelogic, Inc.)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to as of the Closing Date of each of the following conditions (any one or more of which may be waived in whole or in part by Seller):conditions:
Appears in 4 contracts
Samples: Purchase and Sale Agreement (Ugi Corp /Pa/), Purchase and Sale Agreement (Ugi Corp /Pa/), Purchase Agreement (Knight Inc.)
Conditions to Obligations of Seller. The Each and all of the obligations of Seller to consummate the transactions contemplated by this Agreement shall be are subject to fulfillment at or prior to or at the Closing of the following conditions (any conditions, except to the extent that Seller may waive one or more of which may be waived in whole or in part by Seller):thereof:
Appears in 4 contracts
Samples: Asset Purchase Agreement (Intercloud Systems, Inc.), Asset Purchase Agreement (Mantra Venture Group Ltd.), Stock Purchase Agreement (HydroPhi Technologies Group, Inc.)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall will be subject to the fulfillment (or waiver by Seller in writing), at or prior to the Closing Closing, of each of the following conditions (any one or more of which may be waived in whole or in part by Seller):conditions:
Appears in 4 contracts
Samples: Asset Purchase Agreement (Ember Therapeutics, Inc. - Ny), Asset Purchase Agreement (Mobilepro Corp), Asset Purchase Agreement (Mobilepro Corp)
Conditions to Obligations of Seller. The obligations of Seller and Dynegy to consummate the transactions contemplated by this Agreement shall be subject to fulfillment the fulfillment, at or prior to the Closing Closing, of each of the following conditions (any one or more of which may be waived in whole or in part by Seller):conditions:
Appears in 4 contracts
Samples: Stock Purchase Agreement (Dynegy Inc /Il/), Stock Purchase Agreement, Stock Purchase Agreement (Union Electric Co)
Conditions to Obligations of Seller. The Except as may be waived in writing by Seller, the obligations of Seller to consummate the transactions contemplated by this Agreement shall be are subject to fulfillment the satisfaction or waiver by Seller of the following conditions at or prior to the Closing of the following conditions (any one or more of which may be waived in whole or in part by Seller):Closing:
Appears in 4 contracts
Samples: Asset Purchase Agreement (Waitr Holdings Inc.), Asset Purchase Agreement (Waitr Holdings Inc.), Asset Purchase Agreement (Waitr Holdings Inc.)
Conditions to Obligations of Seller. The obligations of Seller to effect the Closing and to consummate the transactions contemplated by this Agreement shall be the Transaction Documents are subject to fulfillment the fulfillment, at or prior to before the Closing Date, of each of the following conditions (conditions, any one or more of which may be waived by Seller in whole or in part by Seller):its sole discretion:
Appears in 4 contracts
Samples: Share Purchase Agreement (Synergy CHC Corp.), Share Purchase Agreement (Synergy CHC Corp.), Share Purchase Agreement (Synergy CHC Corp.)
Conditions to Obligations of Seller. The All obligations of Seller to consummate the transactions contemplated by under this Agreement shall be are subject to fulfillment the fulfillment, at or prior to the Closing Date, of the following conditions (any one or more of which may be waived in whole or in part by Seller):conditions:
Appears in 4 contracts
Samples: Stock Purchase Agreement (Lincoln Heritage Corp), Stock Purchase Agreement (Adams John Life Corp), Stock Purchase Agreement (Direct General Corp)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by transaction provided for in this Agreement shall be subject are subject, at the option of Seller, to the fulfillment at on or prior to the Closing Date of each of the following conditions (any one or more of which may be waived in whole or in part by Seller):conditions:
Appears in 4 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Pedevco Corp), Purchase and Sale Agreement (Lucas Energy, Inc.)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by under this Agreement shall be are subject to fulfillment at the satisfaction on or prior to the Closing Date of the following conditions (conditions, any one or more of which may be waived in whole or in part by Seller):Seller to the extent permitted by Applicable Law:
Appears in 4 contracts
Samples: Master Transaction Agreement, Master Transaction Agreement (CVS HEALTH Corp), Master Transaction Agreement (Aetna Inc /Pa/)
Conditions to Obligations of Seller. The obligations of Seller to consummate this Agreement and the transactions contemplated by this Agreement shall be hereby are subject to fulfillment at or the fulfillment, prior to or at the Closing Closing, of the following conditions (any one or more of which may be waived in whole or in part by Seller):precedent:
Appears in 4 contracts
Samples: Asset Purchase Agreement (Meredith Corp), Asset Purchase Agreement (Conductus Inc), Asset Purchase Agreement (Conductus Inc)
Conditions to Obligations of Seller. The obligations obligation of Seller to consummate complete the transactions Transactions contemplated by this Agreement shall be is subject to fulfillment the satisfaction or waiver by Seller at or prior to the Closing of the following conditions (any one or more of which may be waived in whole or in part by Seller):additional conditions:
Appears in 4 contracts
Samples: Asset Purchase Agreement (Pernix Therapeutics Holdings, Inc.), Asset Purchase Agreement (Zogenix, Inc.), Asset Purchase Agreement (Pernix Therapeutics Holdings, Inc.)
Conditions to Obligations of Seller. The obligations of Seller to consummate effect the Closing and the consummation of the transactions contemplated by this Agreement shall be are subject to fulfillment the satisfaction at or prior to the Closing of the following conditions (conditions, any one or more all of which may be waived in writing by Seller, in whole or in part part, to the extent permitted by Seller):applicable Law:
Appears in 3 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Vought Aircraft Industries Inc), Asset Purchase Agreement (Boeing Co)
Conditions to Obligations of Seller. The obligations of Seller Seller's obligation to consummate this Agreement and the transactions contemplated by this Agreement shall be hereby is subject to fulfillment at or the fulfillment, prior to or at the Closing Closing, of the following conditions (any one or more precedent and the delivery of which may be waived in whole or in part by Seller):the following documents:
Appears in 3 contracts
Samples: Asset Purchase Agreement (Pacificap Entertainment Holdings Inc), Purchase Agreement (Harvard Bioscience Inc), Asset Purchase Agreement (Collectible Concepts Group Inc)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to fulfillment the fulfillment, at or prior to the Closing Closing, of each of the following conditions (conditions, any one or more of which may be waived in whole or writing by Seller in part by Seller):its sole discretion:
Appears in 3 contracts
Samples: Asset Purchase Agreement (Mirum Pharmaceuticals, Inc.), Asset Purchase Agreement (Travere Therapeutics, Inc.), Purchase and Sale Agreement (Contango Oil & Gas Co)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions Transaction contemplated by this Agreement shall be subject to the fulfillment or Seller's waiver, at or prior to the Closing Closing, of each of the following conditions (any one or more of which may be waived in whole or in part by Seller):conditions:
Appears in 3 contracts
Samples: Asset and Securities Purchase Agreement (Remark Media, Inc.), Asset and Securities Purchase Agreement, Asset and Securities Purchase Agreement (Remark Media, Inc.)
Conditions to Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated by this Agreement shall be subject to fulfillment the satisfaction or Seller’s waiver in its sole discretion, at or prior to before the Closing Closing, of each of the following conditions (any one or more of which may be waived in whole or in part by Seller):conditions:
Appears in 3 contracts
Samples: Asset Purchase Agreement (Starwood Property Trust, Inc.), Stock Purchase Agreement (General Electric Co), Stock Purchase Agreement (Neogenomics Inc)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by provided for in this Agreement shall be subject to fulfillment at or prior to the Closing satisfaction of each of the following conditions (on or before the Closing Date, subject to the right of Seller to waive any one or more of which may be waived in whole or in part by Seller):such conditions:
Appears in 3 contracts
Samples: Purchase and Sale Agreement (Ram Energy Resources Inc), Sale and Purchase Agreement (Gothic Energy Corp), Sale and Purchase Agreement (RLP Gulf States LLC)
Conditions to Obligations of Seller. The obligations of ----------------------------------- Seller to consummate the transactions contemplated by this Agreement shall be are subject to fulfillment the satisfaction by Seller at or prior to before the Closing Closing, of the following conditions (any one or more of following, which may be waived in whole or in part by Seller):, to the extent permitted by applicable Legal Requirements:
Appears in 3 contracts
Samples: Asset Purchase Agreement (Jones Growth Partners L P), Asset Purchase Agreement (Jones Cable Income Fund 1-a LTD), Asset Purchase Agreement (Jones Cable Income Fund 1-a LTD)
Conditions to Obligations of Seller. The obligations of Seller under this Agreement to sell the Property and consummate the other transactions contemplated by this Agreement hereby shall be subject to fulfillment at or prior to the Closing satisfaction of the following conditions (on or before the Closing Date, except to the extent that any one or more of which such conditions may be waived by Seller in whole or writing at Closing in part by Seller):’s sole and absolute discretion.
Appears in 3 contracts
Samples: Purchase and Sale Agreement (Digital Realty Trust, Inc.), Purchase and Sale Agreement (Digital Realty Trust, Inc.), Purchase and Sale Agreement (Digital Realty Trust, Inc.)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement Contemplated Transactions shall be subject to fulfillment the satisfaction or waiver at or prior to the Closing (unless as otherwise specifically contemplated by this Agreement) of each of the following conditions (any one or more of which may be waived in whole or in part by Seller):conditions:”
Appears in 3 contracts
Samples: Stock Purchase Agreement (Laidlaw International Inc), Stock Purchase Agreement, Stock Purchase Agreement (Laidlaw International Inc)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by under this Agreement shall be are subject to fulfillment the fulfillment, at or prior to the Closing Closing, of the following conditions (conditions, any one or more of which may be waived in whole or in part by Seller)::
Appears in 3 contracts
Samples: Asset Purchase Agreement (Miscor Group, Ltd.), Asset Purchase Agreement (Miscor Group, Ltd.), Asset Purchase Agreement (Miscor Group, Ltd.)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing Closing, of each of the following conditions (any one or more of which may be waived in whole or in part by Seller):conditions:
Appears in 3 contracts
Samples: Asset Purchase Agreement (Furmanite Corp), Membership Interest Purchase Agreement (Leidos, Inc.), Stock Purchase Agreement (VNU International B.V.)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall will be subject to the fulfillment at or prior to the Closing of each of the following conditions (any one or more of which may be waived in whole or in part by Seller):conditions:
Appears in 3 contracts
Samples: Asset Purchase Agreement (Wireless Facilities Inc), Asset Purchase Agreement (LCC International Inc), Asset Purchase Agreement (Wireless Facilities Inc)
Conditions to Obligations of Seller. The obligations obligation of Seller to consummate the transactions transaction contemplated by this Agreement shall be is subject to fulfillment at or prior to the Closing of the following conditions (conditions, any one or more of which may be waived by him, her or it in whole his, her or in part by Seller):its sole discretion:
Appears in 3 contracts
Samples: Membership Interest Purchase Agreement (Assure Holdings Corp.), Membership Interest Purchase Agreement (TRxADE HEALTH, INC), Membership Interest Purchase Agreement (TRxADE HEALTH, INC)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to fulfillment satisfaction (or, to the extent permitted by applicable Law, waiver) at or prior to the Closing of the following conditions (any one or more of which may be waived in whole or in part by Seller):conditions:
Appears in 3 contracts
Samples: Asset Purchase Agreement (Neophotonics Corp), Asset Purchase Agreement (Emcore Corp), Asset Purchase Agreement (Emcore Corp)
Conditions to Obligations of Seller. The obligations of Seller Seller’s obligation to consummate this Agreement and the transactions contemplated by this Agreement shall be hereby is subject to fulfillment at or the fulfillment, prior to or at the Closing Closing, of the following conditions (any one or more of which may be waived in whole or in part by Seller):precedent:
Appears in 3 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Zoll Medical Corp), Asset Purchase Agreement
Conditions to Obligations of Seller. The obligations of Seller to perform this Agreement and consummate the Merger and the other transactions contemplated by this Agreement shall be hereby are subject to fulfillment at or prior to the Closing satisfaction of the following conditions (any one or more of which may be conditions, unless waived in whole or in part by SellerSeller pursuant to Section 9.5(b):
Appears in 3 contracts
Samples: Merger Agreement (State Bank Financial Corp), Merger Agreement (Georgia-Carolina Bancshares, Inc), Merger Agreement (State Bank Financial Corp)
Conditions to Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated by this Agreement shall be is subject to fulfillment the satisfaction or waiver by Seller at or prior to the Closing of the following conditions (any one or more of which may be waived in whole or in part by Seller):additional conditions:
Appears in 3 contracts
Samples: Asset Purchase Agreement (Neose Technologies Inc), Asset Purchase Agreement (Neose Technologies Inc), Asset Purchase Agreement (NPS Pharmaceuticals Inc)
Conditions to Obligations of Seller. The Except as may be waived in writing by Seller, the obligations of Seller to consummate this Agreement and the transactions contemplated to be consummated by this Agreement Seller hereunder on the Closing Date shall be subject to fulfillment at or prior to the Closing of the following conditions (any one or more of which may be waived in whole or in part by Seller):conditions:
Appears in 3 contracts
Samples: Purchase Agreement (Powell Industries Inc), Asset Purchase Agreement (Superior Offshore International Inc.), Purchase Agreement (Powell Industries Inc)
Conditions to Obligations of Seller. The obligations of Seller to perform this Agreement and consummate the Merger and the other transactions contemplated by this Agreement shall be hereby are subject to fulfillment at or prior to the Closing satisfaction of the following conditions (any one or more of which may be conditions, unless waived in whole or in part by SellerSeller pursuant to Section 12.6(b):
Appears in 3 contracts
Samples: Merger Agreement (Charter Financial Corp), Merger Agreement (Charter Financial Corp), Merger Agreement (Charter Financial Corp)
Conditions to Obligations of Seller. The obligations Unless waived in writing by Seller, the obligation of Seller to consummate the transactions contemplated by this Agreement shall to be subject to fulfillment consummated at the Closing is conditioned upon fulfillment, at or prior to before the Closing Closing, of each of the following conditions (any one or more of which may be waived in whole or in part by Seller):conditions:
Appears in 3 contracts
Samples: Purchase and Assumption Agreement (Atlantic Capital Bancshares, Inc.), Purchase and Assumption Agreement (Atlantic Capital Bancshares, Inc.), Purchase and Assumption Agreement (Fidelity Southern Corp)
Conditions to Obligations of Seller. The obligations obligation of Seller to consummate complete the transactions contemplated by this Agreement shall be is subject to fulfillment the satisfaction, or waiver by Seller, at or prior to the Closing of the following conditions (any one or more of which may be waived in whole or in part by Seller):additional conditions:
Appears in 3 contracts
Samples: Asset Purchase Agreement (Aralez Pharmaceuticals Inc.), Asset Purchase Agreement (Aralez Pharmaceuticals Inc.), Asset Purchase Agreement (Aralez Pharmaceuticals Inc.)
Conditions to Obligations of Seller. The obligations obligation of Seller to consummate the transactions Acquisition and to take the other actions contemplated by this Agreement shall and the Ancillary Agreements to be taken by Seller at the Closing is subject to fulfillment the satisfaction, at or prior to the Closing Closing, of each of the following conditions (any one or more of which may be waived in whole or in part by Seller):
Appears in 3 contracts
Samples: Purchase Agreement (Liberty Corp), Purchase Agreement (Royal Bank of Canada), Purchase Agreement (Hipp W Hayne)
Conditions to Obligations of Seller. The All obligations of Seller to consummate the transactions contemplated by under this Agreement shall be are subject to the fulfillment (or waiver by Seller), at or prior to the Closing Closing, of the following conditions (any one or more of which may be waived in whole or in part by Seller):conditions:
Appears in 3 contracts
Samples: Asset Purchase Agreement (ASI Aviation, Inc.), Asset Purchase Agreement (ASI Aviation, Inc.), Business and Asset Purchase Agreement (ASI Aviation, Inc.)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement hereby shall be subject to fulfillment at the fulfillment, on or prior to before the Closing Date, of the following conditions (conditions, any one or more of which may be waived in whole or in part by Seller):Seller in writing delivered to Purchaser prior to or at the Closing:
Appears in 2 contracts
Samples: Asset Purchase Agreement (ORBCOMM Inc.), Asset Purchase Agreement (ORBCOMM Inc.)
Conditions to Obligations of Seller. The All obligations of Seller to consummate the transactions contemplated by under this Agreement shall be are subject to fulfillment the fulfillment, at or prior to the Closing Closing, of the following conditions (conditions, any one or more of which may be waived in whole or in part by Seller)::
Appears in 2 contracts
Samples: Asset Purchase Agreement (Agrify Corp), Plan of Reorganization and Asset Purchase Agreement (Trustwave Holdings, Inc.)
Conditions to Obligations of Seller. The obligations of Seller hereunder to consummate the transactions contemplated by this Agreement shall be are subject to fulfillment the fulfillment, at or prior to before the Closing Closing, of each of the following conditions (all or any one or more of which may be waived in writing in whole or in part by SellerSeller in its sole discretion):
Appears in 2 contracts
Samples: Asset Purchase Agreement (Sol-Gel Technologies Ltd.), Asset Purchase Agreement (Radware LTD)
Conditions to Obligations of Seller. The Except as may be waived in writing by Seller, all of the obligations of Seller to consummate the transactions contemplated by this Agreement shall be provided for herein are subject to and conditioned upon, at the option of Seller, the fulfillment at by Buyer, on or prior to the Closing Date, of each of the following conditions (any one or more of which may be waived in whole or in part by Seller):conditions:
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Gulfport Energy Corp), Purchase and Sale Agreement (Callon Petroleum Co)
Conditions to Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated by this Agreement shall be are subject to the fulfillment at or prior to the Closing of each of the following conditions (any one or more all of which may be waived in whole or in part by Seller):
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cyberdefender Corp), Asset Purchase Agreement
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to fulfillment at or prior subject, to the Closing of extent not waived, to the following conditions (any one or more of which may be waived in whole or in part by Seller):conditions.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Fonda Group Inc), Asset Purchase Agreement (Osullivan Corp)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement hereby shall be subject to the fulfillment or the waiver by Seller, at or prior to the Closing Closing, of the following conditions (any one or more of which may conditions, except for those which can only be satisfied simultaneously with the Closing, shall be deemed satisfied and/or waived in whole or in part by Seller’s execution and delivery of this Agreement):
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Internet Capital Group Inc)
Conditions to Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated by this Agreement shall be subject to fulfillment the fulfillment, at or prior to the Closing Closing, of each of the following conditions (any one or more of which may be waived in whole or in part by Seller):conditions:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Potlatch Corp), Asset Purchase Agreement (Potlatch Corp)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by in this Agreement shall be are subject to fulfillment at the satisfaction on or prior to the Closing Date of the following conditions (any one or more of which may be conditions, unless duly waived by Seller in whole or in part by Seller):writing:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Serena Software Inc), Asset Purchase Agreement (Serena Software Inc)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall will be subject to the fulfillment (or written waiver by Purchaser), at or prior to the Closing Closing, of each of the following conditions (any one or more of which may be waived in whole or in part by Seller):conditions:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Epic Energy Resources, Inc.), Stock Purchase Agreement (Epic Energy Resources, Inc.)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be are further subject to fulfillment at the satisfaction (or waiver by Seller) on or prior to the Closing Date of the following conditions (any one or more of which may be waived in whole or in part by Seller):conditions:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Fidelity & Guaranty Life), Stock Purchase Agreement (Harbinger Group Inc.)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall will be subject to the fulfillment at or prior to the Closing of each of the following conditions (any one or more of which may be waived in whole or in part by Seller):additional conditions:
Appears in 2 contracts
Samples: Transaction Agreement (L 3 Communications Holdings Inc), Asset Purchase Agreement (Consolidated Stainless Inc)
Conditions to Obligations of Seller. The obligations obligation of Seller to consummate complete the transactions contemplated by this Agreement shall be is subject to fulfillment the satisfaction, or waiver (if permitted by applicable Law) by Seller, at or prior to the Closing of the following conditions (any one or more of which may be waived in whole or in part by Seller):additional conditions:
Appears in 2 contracts
Samples: Asset Purchase Agreement (NanoString Technologies Inc), Asset Purchase Agreement (Clovis Oncology, Inc.)
Conditions to Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated hereby and by this Agreement the Ancillary Agreements shall be subject to the fulfillment at or prior to the Closing of the following conditions (additional conditions, any one or more of which may be waived in whole or writing by Seller in part by Seller):its sole discretion:
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Gogo Inc.), Purchase and Sale Agreement (Intelsat S.A.)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject provided for hereby are subject, in the discretion of Seller, to fulfillment at the satisfaction, on or prior to the Closing Date, of each of the following conditions (conditions, any one or more of which may be waived in whole or in part by Seller)::
Appears in 2 contracts
Samples: Securities Purchase Agreement (Mdi, Inc.), Securities Purchase Agreement (Mdi, Inc.)
Conditions to Obligations of Seller. The All obligations of Seller to consummate the transactions contemplated by under this Agreement shall be are subject to fulfillment the fulfillment, unless waived in writing at the sole option of Seller, at or prior to the Closing Date, of each of the following conditions (any one or more of which may be waived in whole or in part by Seller):precedent:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Able Laboratories Inc), Asset Purchase Agreement (Able Laboratories Inc)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller's waiver, at or prior to the Closing Closing, of each of the following conditions conditions:
(any one a) The representations and warranties of Buyer herein shall be true and accurate as of and on the Closing Date, with the same effect as though made at such time; and
(b) Buyer shall have performed all obligations and complied with all covenants required by this Agreement to be performed or more of which may be waived in whole or in part by Seller):complied with prior to the Closing Date.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Diversified Resources Inc.), Purchase and Sale Agreement of Stock (Diversified Resources Inc.)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement hereby shall be be, at the option of Seller, subject to fulfillment the fulfillment, at or prior to the Closing Date, of the following conditions (any one or more of which may be waived in whole or in part by Seller):additional conditions:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Ta Operating Corp), Purchase Agreement (Ta Operating Corp)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall purchase and sale of the Purchased Preferred Shares will be subject to the fulfillment (or written waiver by Seller), at or prior to the Closing Date, of each of the following conditions (any one or more of which may be waived in whole or in part by Seller):conditions:
Appears in 2 contracts
Samples: Investment Agreement (Unistrut International Holdings, LLC), Investment Agreement (Tyco International LTD)
Conditions to Obligations of Seller. The obligations obligation of the Seller to consummate the transactions contemplated by this Agreement Transactions shall be subject to the fulfillment at or prior to the Closing Closing, or waiver by the Seller, in their sole discretion, of each of the following conditions (any one or more of which may be waived in whole or in part by Seller):conditions:
Appears in 2 contracts
Samples: Merger Agreement (Platinum Eagle Acquisition Corp.), Merger Agreement (Platinum Eagle Acquisition Corp.)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be are subject to the fulfillment at on or prior to the Closing Date of the following conditions (any one or more of which may be waived in whole or in part by Seller):conditions:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Transnational Financial Network Inc), Asset Purchase Agreement (Transnational Financial Network Inc)
Conditions to Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated by this Agreement hereby shall be subject to fulfillment the fulfillment, at or prior to the Closing Date, of the following additional conditions (any one or more of which condition may be waived, in whole or in part, by Seller in writing and shall be deemed to be waived in whole or in part by Sellerif the Closing occurs):
Appears in 2 contracts
Samples: Asset Purchase Agreement (Park Ohio Holdings Corp), Asset Purchase Agreement (Amcast Industrial Corp)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be are subject to fulfillment the satisfaction at or prior to the Closing of all of the following conditions (conditions, any one or more of which may be waived in writing in whole or in part by SellerSeller (which waiver shall be deemed to constitute a waiver of any liability Buyer 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/)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to fulfillment at or prior to the Closing of the following conditions (any one or more of which may be waived in whole or in part by Seller):
Appears in 2 contracts
Samples: Agreement to License and Purchase (First Horizon Pharmaceutical Corp), Asset Purchase Agreement (Lasalle Partners Inc)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be are subject to fulfillment the fulfillment, at or prior to before the Closing Date, of the following conditions (conditions, any one or more of which may be waived by Seller in whole or in part by Seller):its sole discretion:
Appears in 2 contracts
Samples: Common Unit Purchase Agreement (Williams Randa Duncan), Purchase Agreement (Williams Companies Inc)
Conditions to Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated by this Agreement shall be is subject to fulfillment the satisfaction or waiver by Seller at or prior to the Closing Effective Date of the following conditions (any one or more of which may be waived in whole or in part by Seller):additional conditions:
Appears in 2 contracts
Samples: Asset Purchase Agreement (RespireRx Pharmaceuticals Inc.), Asset Purchase Agreement (Cortex Pharmaceuticals Inc/De/)
Conditions to Obligations of Seller. The obligations of Seller to consummate and effect this Agreement and the transactions contemplated by this Agreement hereby shall be subject to fulfillment the satisfaction at or prior to the Closing Date of each of the following conditions (conditions, any one or more of which may be waived waived, in whole or in part writing, by Seller)::
Appears in 2 contracts
Samples: Purchase Agreement (Siebert Financial Corp), Asset Purchase Agreement (Siebert Financial Corp)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be are subject to fulfillment the satisfaction at or prior to the Closing of each of the following conditions (any one or more of which may be waived in writing, in whole or in part part, by Seller):
Appears in 2 contracts
Samples: Contribution Agreement (IASIS Healthcare LLC), Stock Purchase Agreement (Healthstream Inc)
Conditions to Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated by this Agreement shall be is subject to fulfillment the satisfaction, at or prior to before the Closing Closing, of the following conditions (any one or more conditions, each of which may be waived in whole or in part by Seller)::
Appears in 2 contracts
Samples: Asset Purchase Agreement (Epicor Software Corp), Asset Purchase Agreement (Clarus Corp)
Conditions to Obligations of Seller. The Unless waived, in whole or in part, in writing by Seller, the obligations of Seller to consummate effect the consummation of the transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to or at the Closing of each of the following conditions (any one or more of which may be waived in whole or in part by Seller):conditions:
Appears in 2 contracts
Samples: Asset Purchase Agreement (3 D Systems Corp), Asset Purchase Agreement (Brilliant Digital Entertainment Inc)
Conditions to Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated by this Agreement shall be subject subject, at Seller's option, to fulfillment at or prior to the Closing of each of the following conditions (any one or more as of which may be waived in whole or in part by Seller):the Closing Date:
Appears in 2 contracts
Samples: Asset Purchase Agreement (General Communication Inc), Asset Purchase Agreement (General Communication Inc)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction, or waiver by Seller, of the following conditions:
(a) All representations and warranties of Buyer contained in this Agreement shall be subject true in all material respects at and as of Closing as if such representations and warranties were made at and as the Closing, and Buyer shall have performed and satisfied all covenants and agreements required by this Agreement to fulfillment be performed and satisfied by Buyer at or prior to the Closing of the following conditions (any one or more of which may be waived in whole or in part by Seller):Closing.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (United American Petroleum Corp.), Purchase and Sale Agreement (United American Petroleum Corp.)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by under this Agreement shall be are subject to fulfillment the satisfaction at or prior to the Closing Date of the following conditions (any one or more of conditions, compliance with which may be waived in whole or in part by Seller)::
Appears in 2 contracts
Samples: Asset Purchase Agreement (Jones Energy, Inc.), Asset Purchase Agreement (Jones Energy, Inc.)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver by Seller, at or prior to the Closing Closing, of each of the following conditions (any one or more of which may be waived in whole or in part by Seller):conditions:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Wavecom Sa), Asset Purchase Agreement (Wavecom Sa)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to fulfillment at the fulfillment, or the waiver by Seller, on or prior to the Closing Date, of the following conditions (any one or more of which may be waived in whole or in part by Seller):conditions:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Rclc, Inc.), Asset Purchase Agreement (Rclc, Inc.)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be are further subject to fulfillment the satisfaction (or waiver) at or prior to the Closing of the following conditions (any one or more of which may be waived in whole or in part by Seller):conditions:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Edac Technologies Corp), Asset Purchase Agreement (Afc Enterprises Inc)
