Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any or all of which Seller may waive in 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 hereby are subject to the satisfaction, on satisfaction at or prior to the Closing Date, of each Date of the following conditions, any or all of which Seller may waive be waived, in writingwhole or in 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), Escrow Agreement (Hurco Companies Inc), Asset Purchase Agreement (Hurco Companies Inc)
Conditions to Obligations of Seller. The obligations of Seller under this Agreement to consummate complete the transactions contemplated by this Agreement hereby at Closing are subject to the satisfaction, satisfaction on or prior to the Closing Date, of each Date of the following conditions, conditions (all or any or all of which Seller may waive be waived in writing:whole or in part by Seller):
Appears in 6 contracts
Samples: Asset Purchase Agreement (Icn Pharmaceuticals Inc), Asset Purchase Agreement (Icn Pharmaceuticals Inc), Syntex Asset Purchase Agreement (Dura Pharmaceuticals Inc/Ca)
Conditions to Obligations of Seller. The obligations Each and every obligation of Seller to consummate be performed at the transactions contemplated by this Agreement are Time of Closing shall be subject to the satisfaction, on satisfaction as of or prior to the Closing Date, of each before such time of the following conditions, any or all of which Seller may waive conditions (unless waived in writing:writing by Seller):
Appears in 6 contracts
Samples: Asset Purchase Agreement (Cylink Corp /Ca/), Asset Purchase Agreement (Keithley Instruments Inc), Asset Purchase Agreement (Interphase Corp)
Conditions to Obligations of Seller. The obligations of Seller to consummate cause the sale of the Assets and the other transactions contemplated by this Agreement are hereby to occur at Closing shall be subject to the satisfaction, satisfaction on or prior to the Closing Date, Date of each all of the following conditions, any or all of which except such conditions as Seller may waive in writing:
Appears in 5 contracts
Samples: Asset Purchase Agreement (Cd Warehouse Inc), Asset Purchase Agreement (Ct Holdings Inc), Asset Purchase Agreement (Fullnet Communications Inc)
Conditions to Obligations of Seller. The Each of the obligations of Seller to consummate the transactions contemplated by this Agreement are be performed hereunder shall be subject to the satisfaction, on satisfaction (or prior to waiver by Seller) at or before the Closing Date, of each of the following conditions, any or all of which Seller may waive in writing:
Appears in 5 contracts
Samples: Merchant Asset Purchase Agreement (Paymentech Inc), Merchant Asset Purchase Agreement (Nova Corp \Ga\), Asset Purchase Agreement (Pipeline Data Inc)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by under this Agreement with respect to the Closing are subject to the satisfaction, on satisfaction at or prior to the Closing Date, of each of the following conditions, any or and all of which may be waived by Seller may waive in writingits sole discretion:
Appears in 5 contracts
Samples: Membership Interest Purchase Agreement, Membership Interest Purchase Agreement (Extra Space Storage Inc.), Membership Interest Purchase Agreement (Extra Space Storage Inc.)
Conditions to Obligations of Seller. The obligations Each and every obligation of Seller to consummate the transactions contemplated by under this Agreement are to be performed at the Closing shall be subject to the satisfaction, on or prior to before the Closing Date, of each of the following conditions, any or all of which unless waived in writing by Seller may waive in writing:at its sole discretion.
Appears in 5 contracts
Samples: Asset Purchase Agreement (NPC Restaurant Holdings, LLC), Asset Purchase Agreement (Wendy's Co), Asset Purchase Agreement (NPC Restaurant Holdings, LLC)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement are shall be subject to the satisfaction, on or prior to fulfillment as of the Closing Date, Date of each of the following conditions, any or all of which Seller may waive in writing:
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 All obligations of Seller to consummate the transactions contemplated by under this Agreement are subject to the satisfactionfulfillment, on at or prior to the Closing Date, of each of the following conditions, any or all of which Seller may waive in writing:
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 this Agreement are subject to the satisfaction, on satisfaction at or prior to before the Closing Date, of each Date of the following conditions, any or all of which Seller may waive be waived, in writing, exclusively by Seller:
Appears in 4 contracts
Samples: Asset Purchase Agreement (ADPT Corp), Asset Purchase Agreement (Overland Storage Inc), Asset Purchase Agreement
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 are hereby on the Closing Date shall be subject to the satisfaction, satisfaction on or prior to the Closing Date, of each Date of the following conditions, any or all of which Seller may waive in writing:
Appears in 4 contracts
Samples: Stock Purchase Agreement (Psychiatric Solutions Inc), Stock Purchase Agreement (Psychiatric Solutions Inc), Stock Purchase Agreement (Psychiatric Solutions Inc)
Conditions to Obligations of Seller. The obligations of Seller to consummate this Agreement and the transactions contemplated by this Agreement hereby are subject to the satisfactionfulfillment, on or prior to or at the Closing DateClosing, of each of the following conditions, any or all of which Seller may waive in writingconditions precedent:
Appears in 4 contracts
Samples: Asset Purchase Agreement (Meredith Corp), License Agreement (Conductus Inc), Asset Purchase Agreement (Conductus Inc)
Conditions to Obligations of Seller. The obligations of Seller to consummate complete the transactions contemplated by this Agreement are hereby is subject to the satisfaction, satisfaction on or prior to the Closing Date, of each Date of the following conditions, conditions (all or any or all of which Seller may waive be waived in writing:whole or in part by Seller):
Appears in 4 contracts
Samples: Asset Purchase Agreement (Medicis Pharmaceutical Corp), Purchase Agreement (Medicis Pharmaceutical Corp), Asset Purchase Agreement (Medicis Pharmaceutical Corp)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement are shall be subject to the satisfaction, on or prior to the Closing Date, of each satisfaction of the following conditions, any or all of which except as Seller may waive the same in writing:.
Appears in 4 contracts
Samples: Administrative Services Agreement, Stock Purchase Agreement, Stock Purchase Agreement
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by under this Agreement are subject to the satisfaction, or the written waiver thereof by Seller, of the following conditions on or prior to the Closing Date, of each of the following conditions, any or all of which Seller may waive in writing:
Appears in 3 contracts
Samples: Asset Purchase Agreement (Doughties Foods Inc), Asset Purchase Agreement (Doughties Foods Inc), Asset Purchase Agreement (Doughties Foods 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 are and the Ancillary Agreements to be taken by Seller at the Closing is subject to the satisfaction, on at or prior to the Closing DateClosing, of each of the following conditions, conditions (any or all of which Seller may waive be waived in writing:whole or in part by Seller):
Appears in 3 contracts
Samples: Purchase Agreement (Royal Bank of Canada), Purchase Agreement (Hipp W Hayne), Purchase Agreement (Liberty Corp)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by provided for in this Agreement are shall be subject to the satisfaction, on or prior to the Closing Date, 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 such conditions, any or all of which Seller may waive in writing:
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 obligation of the Seller to consummate complete the transactions contemplated by this Agreement hereby are subject to the satisfaction, on satisfaction at or prior to the Closing Date, of each of the following conditions, any or all of which Seller which, if not fulfilled, may waive be waived in writingwriting by Seller:
Appears in 3 contracts
Samples: Membership Interest Purchase Agreement (Principal Solar, Inc.), Membership Interest Purchase Agreement (Principal Solar, Inc.), Membership Interest Purchase Agreement (Principal Solar, Inc.)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions sale contemplated by this Agreement are hereby shall be subject to the satisfaction, satisfaction of the following conditions on or prior to before the Closing Date, except to the extent that any of each of the following conditions, any or all of which Seller such conditions may waive in writingbe and have been waived by Seller:
Appears in 3 contracts
Samples: Agreement of Purchase and Sale (Williams Communications Group Inc), Agreement of Purchase and Sale (Williams Companies Inc), Agreement of Purchase and Sale (Williams Companies Inc)
Conditions to Obligations of Seller. The obligations Each and every obligation of Seller to consummate the transactions contemplated by under this Agreement are to be performed at the Closing shall be subject to the satisfaction, on or prior to before the Closing Date, of each of the following conditions, any or all of which Seller may waive unless waived in writingwriting by Seller:
Appears in 3 contracts
Samples: Asset Purchase Agreement (Fast Food Operators Inc), Asset Purchase Agreement (Fast Food Operators Inc), Asset Purchase Agreement (Fast Food Operators Inc)
Conditions to Obligations of Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement provided for herein are subject to the satisfaction, in all material respects, of the following conditions on or prior to the Closing Date, of each of the following conditions, any or all of which Seller may waive in writing:
Appears in 3 contracts
Samples: Agreement (Carmike Cinemas Inc), Asset Purchase Agreement (Carmike Cinemas Inc), Agreement (Carmike Cinemas Inc)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by under this Agreement are shall be subject to the satisfaction, satisfaction on or prior to before the Closing Date, Date of each of the following conditions, any or all of which Seller may waive conditions unless previously waived in writingwriting by Seller:
Appears in 3 contracts
Samples: Agreement for Purchase and Sale of Stock (Novartis Ag), Agreement for Purchase and Sale of Stock (Eon Labs Inc), Agreement for Purchase and Sale (Novartis Ag)
Conditions to Obligations of Seller. The obligations obligation of Seller to consummate and effect the transactions contemplated by this Agreement are Transaction will be subject to the satisfaction, on satisfaction at or prior to the Closing Date, Date of each of the following conditions, any or all of which Seller may waive be waived, in writing, exclusively by Seller:
Appears in 3 contracts
Samples: Asset Purchase Agreement (William Lyon Homes), Asset Purchase Agreement (William Lyon Homes), Asset Purchase Agreement (William Lyon Homes)
Conditions to Obligations of Seller. The obligations obligation of Seller to consummate complete the transactions contemplated by this Agreement hereby are subject to the satisfaction, satisfaction on or prior to the Closing Date, Date of each of the following conditions, any or all of which Seller which, if not fulfilled, may waive be waived in writingwriting by Seller:
Appears in 3 contracts
Samples: Membership Interest Purchase Agreement, Membership Interest Purchase Agreement (VivoPower International PLC), Membership Interest Purchase Agreement (VivoPower International PLC)
Conditions to Obligations of Seller. The obligations of Seller to consummate effect the Closing and the consummation of the transactions contemplated by this Agreement are subject to the satisfaction, on satisfaction at or prior to the Closing Date, of each of the following conditions, any or all of which Seller may waive be waived in writingwriting by Seller, in whole or in part, to the extent permitted by applicable Law:
Appears in 3 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Boeing Co), Asset Purchase Agreement (Vought Aircraft Industries Inc)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement to take place at the Closing are subject to the satisfactionsatisfaction or waiver in writing by Seller, on to the extent permitted by applicable law, at or prior to the Closing Date, of each of the following conditions, any or all of which Seller may waive in writing:
Appears in 3 contracts
Samples: Limited Liability Company Interest Purchase and Sale Agreement (Northland Cable Television Inc), Limited Liability Company Interest Purchase and Sale Agreement (Northland Cable Properties Eight Limited Partnership), Limited Liability Company Interest Purchase and Sale Agreement (Northland Cable Properties Seven Limited Partnership)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by under this Agreement are subject to the satisfactionsatisfaction (or waiver in writing by Seller), on or prior to the Closing Date, of each of the following conditions, any or all of which Seller may waive in writing:
Appears in 3 contracts
Samples: Stock Purchase Agreement (Xcel Energy Inc), Stock Purchase Agreement (Xcel Energy Inc), Stock Purchase Agreement (Black Hills Corp /Sd/)
Conditions to Obligations of Seller. The obligations Each and every ----------- ----------------------------------- obligation of Seller to consummate be performed at the transactions contemplated by this Agreement are Time of Closing shall be subject to the satisfaction, on satisfaction as of or prior to the Closing Date, of each before such time of the following conditions, any or all of which Seller may waive conditions (unless waived in writing:writing by Seller):
Appears in 3 contracts
Samples: Asset Purchase Agreement (P-Com Inc), Asset Purchase Agreement (P Com Inc), Asset Purchase Agreement (P-Com Inc)
Conditions to Obligations of Seller. The obligations Each and every obligation of Seller to consummate be performed at the transactions contemplated by this Agreement are Closing Time shall be subject to the satisfaction, on satisfaction as of or prior to the Closing Date, of each before such time of the following conditions, any or all of which Seller may waive conditions (unless waived in writing:writing by Seller):
Appears in 3 contracts
Samples: Asset Purchase Agreement (Speedcom Wireless Corp), Asset Purchase Agreement (Speedcom Wireless Corp), Asset Purchase Agreement (P Com Inc)
Conditions to Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated by perform its obligations under this Agreement are is subject to the satisfaction, on satisfaction at or prior to the Closing Date, of each Date of the following conditions, any or all of which conditions unless waived by Seller may waive in writingits sole discretion:
Appears in 3 contracts
Samples: Asset Purchase Agreement (Seneca Foods Corp), Purchase Agreement (Chalone Wine Group LTD), Purchase Agreement (Chalone Wine Group LTD)
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 are Seller hereunder on the Closing Date shall be subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any or all of which Seller may waive in writing:
Appears in 3 contracts
Samples: Asset Purchase Agreement (Superior Offshore International Inc.), Purchase Agreement (Powell Industries Inc), Purchase Agreement (Powell Industries Inc)
Conditions to Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated by this Agreement are shall be subject to the satisfactionfulfillment, on at or prior to the Closing Date, of each of the following conditions, any or all of which Seller may waive in writing:
Appears in 3 contracts
Samples: Asset Purchase Agreement (Parkervision Inc), Asset Purchase Agreement (Winstar Communications Inc), Asset Purchase Agreement (Gti Corp)
Conditions to Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated by this Agreement are is subject to the satisfaction, satisfaction or waiver in writing by Seller on or prior to the Closing Date, Date of each of the following conditions, any or all of which Seller may waive in writing:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Verizon Wireless Inc), Stock Purchase Agreement (Verizon Wireless Inc)
Conditions to Obligations of Seller. The obligations Each and every obligation of Seller to consummate the transactions contemplated by under this Agreement are to be performed at or before the Closing shall be subject to the satisfaction, on at or prior to before the Closing DateClosing, of each of the following conditions, any or all of which Seller may waive unless waived in writingwriting by Seller:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Transworld Home Healthcare Inc), Asset Purchase Agreement (Copps Corp)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement herein are subject subject, at the option of Seller, to the satisfactionfulfillment, on or prior to the Closing Date, of each of the following conditions, any or all of which Seller may waive in writing:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Union Drilling Inc), Asset Purchase Agreement (Union Drilling Inc)
Conditions to Obligations of Seller. The Notwithstanding anything in this Agreement to the contrary, the obligations of Seller to consummate effect the transactions contemplated by this Agreement are herein will be subject to the satisfaction, on satisfaction at or prior to the Closing Date, of each of the following conditions, any or all of which Seller may waive in writing:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Optimumcare Corp /De/), Asset Purchase Agreement (Optimumcare Corp /De/)
Conditions to Obligations of Seller. The obligations of the Seller to consummate the transactions contemplated by under this Agreement are subject to the satisfactionfulfillment, on or prior to at the Closing Date, of the following conditions precedent, each of which may be waived in writing in the following conditions, any or all sole discretion of which Seller may waive in writingthe Seller:
Appears in 2 contracts
Samples: Form of Asset Purchase Agreement (Physicians Quality Care Inc), Form of Asset Purchase Agreement (Physicians Quality Care Inc)
Conditions to Obligations of Seller. The obligations of ----------------------------------- Seller to consummate the transactions contemplated by this Agreement to take place at the Closing are subject to the satisfactionsatisfaction or waiver by Seller, on to the extent permitted by applicable law, at or prior to the Closing Date, of each of the following conditions, any or all of which Seller may waive in writing:
Appears in 2 contracts
Samples: Non Competition Agreement (Travis Boats & Motors Inc), Non Competition Agreement (Travis Boats & Motors Inc)
Conditions to Obligations of Seller. The obligations of Seller to consummate and effect this Agreement and the transactions contemplated by this Agreement are hereby shall be subject to the satisfaction, on satisfaction at or prior to the Closing Date, Date of each of the following conditions, any or all of which Seller may waive be waived, in 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 are subject to the satisfaction, fulfillment on or prior to the Closing Date, of each Date of the following conditions, any or all of which Seller may waive in writing:
Appears in 2 contracts
Samples: Asset Purchase and Sale Agreement (Transnational Financial Network Inc), Asset Purchase and Sale Agreement (Transnational Financial Network Inc)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction, on satisfaction at or prior to the Closing Date, of each of the following conditions, conditions (any or all of which Seller may waive be waived in writing:, in whole or in 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 are Closing is subject to the satisfactionfulfillment, on at or prior to before the Closing DateClosing, of each of the following conditions, conditions (all or any or all of which may be waived in whole or in part by Seller may waive in writing:their sole discretion):
Appears in 2 contracts
Samples: Purchase Agreement (Valhi Inc /De/), Purchase Agreement (Valhi Inc /De/)
Conditions to Obligations of Seller. The obligations obligation of Seller to consummate complete the transactions contemplated by this Agreement are hereby is subject to the satisfaction, satisfaction on or prior to the Closing Date, of each Date of the following conditions, conditions (all or any or all of which Seller may waive be waived in writing:whole or in part by Seller):
Appears in 2 contracts
Samples: Asset Purchase Agreement (Watson Pharmaceuticals Inc), Asset Purchase Agreement (Icn Pharmaceuticals Inc)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement transaction provided for herein are subject subject, at the option of Seller, to the satisfaction, fulfillment on or prior to the Closing Date, Date of each of the following conditions, any or all of which Seller may waive in writing:
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Storm Cat Energy CORP), Agreement for Purchase and Sale (Petrocorp Inc)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by under this Agreement are shall be subject to the satisfaction, satisfaction on or prior to the Closing Date, Date of each all of the following conditions, any or all of which except such conditions as Seller may waive in writing:
Appears in 2 contracts
Samples: Assignment and Assumption Agreement (White Rock Enterprises LTD), Asset Purchase Agreement (White Rock Enterprises LTD)
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 are subject to be consummated at the satisfactionClosing, on is conditioned upon fulfillment, at or prior to before the Closing DateClosing, of each of the following conditions, any or all of which Seller may waive in writing:
Appears in 2 contracts
Samples: Purchase and Assumption Agreement (Hawaiian Electric Industries Inc), Branch Purchase and Assumption Agreement (First Bancorp /Nc/)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement are hereby shall be, at the option of Seller, subject to the satisfactionfulfillment, on at or prior to the Closing Date, of each of the following additional conditions, any or all of which Seller may waive in writing:
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 under this Agreement are subject to the satisfaction, satisfaction of the following conditions on or prior to the Closing Date, of each of the following conditions, any or all of which Seller may waive Date unless otherwise waived in writingwriting by Seller:
Appears in 2 contracts
Samples: Premier Bancshares Inc /Ga, Republic Security Financial Corp
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement are shall be subject to the satisfaction, on or prior to the Closing Date, fulfillment and satisfaction of each of the following conditionsconditions prior to the Effective Date, any or all of which Seller excluding only such conditions as may waive in writingbe waived by Seller:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Gc Companies Inc), Stock Purchase Agreement (Amc Entertainment Inc)
Conditions to Obligations of Seller. The obligations of Seller required to consummate be performed by it at the transactions contemplated by this Agreement are Closing shall be subject to the satisfaction, on at or prior to the Closing DateClosing, of each of the following conditions, any or all each of which may be waived by Seller may waive in writingas provided herein except as otherwise required by applicable law:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Kaydon Corp), Real Estate Purchase Agreement (Kaydon Corp)
Conditions to Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated by this Agreement are at the Closing is subject to the satisfaction, on satisfaction by Buyer or prior to the Closing Date, of each waiver by Seller of the following conditions, any on or all of which Seller may waive in writingbefore the Closing Date:
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Stancorp Financial Group Inc), Purchase and Sale Agreement (Wellpoint Health Networks Inc /Ca/)
Conditions to Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated Transactions and to take the other actions to be taken by this Agreement are Seller at the Closing is subject to the satisfaction, on at or prior to the Closing DateClosing, of each of the following conditions, conditions (any or all of which Seller may waive be waived in writing:writing in whole or in part by Seller):
Appears in 2 contracts
Samples: Stock Purchase Agreement (Rowan Companies Inc), Stock Purchase Agreement (Joy Global Inc)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement are hereby shall be subject to the satisfactionfulfillment or the waiver by Seller, on at or prior to the Closing DateClosing, of each of the following conditions (which conditions, any or all except for those which can only be satisfied simultaneously with the Closing, shall be deemed satisfied and/or waived by Seller’s execution and delivery of which Seller may waive in writing:this Agreement):
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Internet Capital Group Inc)
Conditions to Obligations of Seller. The obligations Each and every obligation of Seller to consummate be performed at the transactions contemplated by this Agreement are Closing shall be subject to the satisfaction, on satisfaction as of or prior to before the Closing Date, of each Date of the following conditions, any or all of which Seller may waive conditions (unless waived in writing:writing by Seller):
Appears in 2 contracts
Samples: Asset Purchase Agreement With Mentor (Paradigm Medical Industries Inc), Asset Purchase Agreement (Paradigm Medical Industries Inc)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement are hereby shall be subject to the satisfactionfulfillment, or the waiver by Seller, on or prior to the Closing Date, of each of the following conditions, any or all of which Seller may waive in writing:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cantel Medical Corp), Stock Purchase Agreement (Worldwide Flight Services Inc)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by under this Agreement are are, at the option of Seller, subject to the satisfaction, on or satisfaction at and prior to the Closing Date, of each Date of the following conditions, any or all of which Seller may waive in writing:
Appears in 2 contracts
Samples: Technology Purchase Agreement, Asset Purchase Agreement (Ricex Co)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the satisfactionfulfillment, on at or prior to before the Closing Date, of each of the following conditions, any one or all more of which may be waived by Seller may waive in writingits sole discretion:
Appears in 2 contracts
Samples: Ete Common Unit Purchase Agreement (Williams Randa Duncan), Purchase Agreement (Williams Companies Inc)
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 are shall be subject to the satisfaction, on or fulfillment prior to or at the Closing Date, of each of the following conditions, any or all of which Seller may waive in writing:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Brilliant Digital Entertainment Inc), Asset Purchase Agreement (3 D Systems Corp)
Conditions to Obligations of Seller. The obligations of Seller hereunder to consummate the transactions contemplated by this Agreement are subject to the satisfactionfulfillment, on at or prior to before the Closing DateClosing, of each of the following conditions, conditions (all or any or all of which may be waived in writing in whole or in part by Seller may waive in writing: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 Seller’s obligations of Seller to consummate the transactions contemplated Share Purchase and take the other actions required to be taken by this Agreement Seller at the Closing are subject to the satisfaction, on fulfillment or prior to satisfaction as of the Closing DateClosing, of each of the following conditions, conditions on or before the Closing Date (it being understood that any one or all more of which the following conditions may be waived by Seller may waive in writing:a writing signed on behalf of Seller):
Appears in 2 contracts
Samples: Share Purchase Agreement (Sigma Designs Inc), Share Purchase Agreement (Exar Corp)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by under this Agreement are subject to the satisfaction, on at or prior to before the Closing DateClosing, of each of the following conditions, any or all of which Seller may waive in writing:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Sauer Energy, Inc.), Asset Purchase Agreement (Enote Com Inc)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by under this Agreement are subject to the satisfaction, on satisfaction at or prior to the Closing DateClosing, of each of the following conditions, any or all of which Seller may waive in writing:
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Holloman Energy Corp), Purchase and Sale Agreement (Kelley Oil & Gas Corp)
Conditions to Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated by this Agreement are Closing is subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any one or all more of which Seller may waive be waived in writing:, in whole or in part, by Seller (in their sole discretion):
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Spark Energy, Inc.), Pse Operating Agreement (Spark Energy, Inc.)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by in this Agreement are subject to the satisfaction, satisfaction on or prior to the Closing Date, of each Date of the following conditions, any or all of which unless duly waived by Seller may waive in writing:
Appears in 2 contracts
Samples: Escrow Agreement (Serena Software Inc), Employment Agreement (Serena Software Inc)
Conditions to Obligations of Seller. The obligations of Seller hereunder to consummate the transactions contemplated by this Agreement are subject to the satisfactionfulfillment, on at or prior to before the Closing DateClosing, of each of the following conditions, conditions (all or any or all of which Seller may waive be waived in whole or in part by Seller, but only in writing:, in its sole discretion):
Appears in 2 contracts
Samples: Confidential Treatment (Akorn Inc), Kos Pharmaceuticals Inc
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction, on satisfaction at or prior to the Closing Date, of each all of the following conditions, any one or all more of which may be waived in writing in whole or in part by Seller (which waiver shall be deemed to constitute a waiver of any liability Buyer may waive in writing: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 are shall be subject to the satisfactionsatisfaction or waiver, on at or prior to the Closing DateClosing, of each of the following conditions, any or all conditions (each of which is provided for the exclusive benefit of Seller and may waive be waived by it in writing:whole or in part in its sole discretion):
Appears in 2 contracts
Samples: Asset Purchase Agreement (Nash Finch Co), Stock Purchase Agreement (Idex Corp /De/)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction, on or prior to the Closing Date, fulfillment of each of the following conditions, any which may be waived in whole or all of which Seller may waive in writingpart by the Company to the extent permitted by law:
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Dynamic Health Products Inc), Agreement and Plan of Reorganization (Nutriceuticals Com Corp)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by under this Agreement to sell and deliver the Purchased Assets at the Closing are subject to the satisfactionfulfillment, on or prior to before the Closing Delivery Date, of the following conditions precedent, each of which may be waived in writing at the following conditions, any or all sole discretion of which Seller may waive in writingSeller:
Appears in 2 contracts
Samples: Trademark License Agreement (Brylane Inc), Asset Purchase Agreement (TJX Companies Inc /De/)
Conditions to Obligations of Seller. The obligations obligation of Seller to consummate effect the transactions contemplated by this Agreement are shall be further subject to the satisfaction, on satisfaction or waiver at or prior to the Closing Date, of each of the following conditions, any or all of which Seller may waive in writing:
Appears in 2 contracts
Samples: Asset Purchase Agreement (King Pharmaceuticals Inc), Asset Purchase Agreement (King Pharmaceuticals Inc)
Conditions to Obligations of Seller. The obligations Each and every obligation of Seller to consummate be performed at the transactions contemplated by this Agreement are Closing shall be subject to the satisfaction, on satisfaction as of or prior to the Closing Date, of each before such time of the following conditions, any or all of which Seller may waive conditions (unless waived in writing:writing by Seller):
Appears in 2 contracts
Samples: Asset Purchase Agreement (Netopia Inc), Asset Purchase Agreement (Uniflex Inc)
Conditions to Obligations of Seller. The Each of the obligations of Seller Sellers to consummate the transactions contemplated by this Agreement are be performed hereunder shall be subject to the satisfaction, on satisfaction (or prior to waiver by Seller) at or before the Closing Date, of each of the following conditions, any or all of which Seller may waive in writing:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Pipeline Data Inc), Asset Purchase Agreement (Pipeline Data Inc)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by under this Agreement are subject to the satisfaction, on or prior to before the Closing DateClosing, of each of the following conditions, any or all of which Seller may waive be waived by Seller. The waiver of any of the following conditions in writing:order to close the transaction will not constitute a waiver or forfeiture of Seller's right to indemnification for Buyer's failure to fulfill such condition.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Tice Technology Inc), Asset Purchase Agreement (Tice Technology Inc)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement are hereby shall be subject to the satisfactionfulfillment, on or prior to before the Closing Date, of each of the following conditions, any or all of which may be waived in whole or in part by Seller may waive in writingwriting 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 obligations of Seller to consummate the transactions contemplated by under this Agreement are subject to the satisfactionfulfillment, on or prior to at the Closing Date, of the following conditions precedent, each of which may be waived in writing in the following conditions, any or all sole discretion of which Seller may waive in writingSeller:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Can B Corp), Asset Purchase Agreement (Can B Corp)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by under this Agreement are subject to the satisfaction, on satisfaction at or prior to the Closing Date, of each Date of the following conditions, any or all of compliance with which Seller may waive in writingbe waived by Seller:
Appears in 2 contracts
Samples: Asset Purchase and Sale Agreement (Jones Energy, Inc.), Asset Purchase and Sale Agreement (Jones Energy, Inc.)
Conditions to Obligations of Seller. The obligations obligation of Seller Sellers to consummate the transactions contemplated by this Agreement are is subject to the satisfaction, satisfaction of the following conditions on or prior to before the Closing Date, of each of the following conditions, any or all of which Seller may waive in writing:
Appears in 1 contract
Conditions to Obligations of Seller. The obligations of ----------------------------------- Seller to consummate the transactions contemplated by under this Agreement are subject to the satisfactionsatisfaction (or, if applicable, waiver in the sole discretion of Seller, except as to the condition described in Section 12.1(c) and Section 12.1(d)) on or prior to before the Closing Date, of each of the following conditions, any or all of which Seller may waive in writing:
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Greater Atlantic Financial Corp)
Conditions to Obligations of Seller. The obligations of the Seller to consummate carry out the transactions contemplated by this Agreement are subject subject, at the option of Seller, to the satisfaction, on or prior to the Closing Datewaiver by Seller, of each of the following conditions, any or all of which Seller may waive in writing:
Appears in 1 contract
Samples: Stock Purchase Agreement (Neff Corp)
Conditions to Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated by this Agreement are is subject to the satisfaction, on satisfaction at or prior to the Closing Date, of each and every one of the following conditionsconditions precedent, any or all of which Seller may waive in writingbe waived by Seller:
Appears in 1 contract
Samples: Stock Purchase Agreement (Willbros Group, Inc.\NEW\)
Conditions to Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated by in this Agreement are is subject to the satisfaction, on satisfaction at or prior to the Closing Date, of each Date of the following conditions, any or all of which Seller may waive be waived by Seller, in writingwhole or in part, to the extent permitted by applicable Law:
Appears in 1 contract
Conditions to Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated by this Agreement are subject shall be subject, to the satisfactionextent not waived, on or prior to the Closing Date, satisfaction of each of the following conditions, any or all of which Seller may waive in writing:.
Appears in 1 contract
Conditions to Obligations of Seller. 8.1 Conditions. The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction, on fulfillment at or prior to the Closing Date, of each of the following conditions, conditions (any or all of which Seller may waive be waived in writing:whole or in part by Seller):
Appears in 1 contract
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by under this Agreement are subject to the satisfaction, satisfaction on or prior to the Closing Date, of each Date of the following conditions, any or all of which Seller may waive in writing:
Appears in 1 contract
Samples: Asset Purchase Agreement (Spanish Broadcasting System of Puerto Rico Inc /De/)
Conditions to Obligations of Seller. The obligations obligation of the Seller to consummate the transactions contemplated to be performed by this it in connection with the Agreement are is subject to the satisfaction, on or prior to as of the Closing Datedate of this Agreement, of each of the following conditions, any or all of which Seller may waive in writing:
Appears in 1 contract
Samples: Purchase Agreement (Homeland Security Network, Inc.)
Conditions to Obligations of Seller. The obligations Each and every obligation of Seller to consummate the transactions contemplated by under this Agreement are is, unless waived in writing by Seller, subject to the satisfaction, satisfaction on or prior to before the Closing Date, Date of each of the following conditions, any or all of which Seller may waive in writing:
Appears in 1 contract
Conditions to Obligations of Seller. 18.1 The obligations obligation of Seller to consummate the transactions contemplated by this Agreement are is subject to the satisfaction, on or prior to the Closing Date, Buyer's fulfillment of each of the following conditions, any conditions on or all of which Seller may waive in writingbefore the Closing Date:
Appears in 1 contract
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions Closing as contemplated by this Agreement are shall be subject to the satisfaction, on satisfaction at or prior to the Closing Date, Date of each of the following conditions, conditions (unless satisfaction of any or all of which such condition is expressly waived by Seller may waive in writing:a writing delivered to Purchaser):
Appears in 1 contract
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement are hereunder shall be subject to the satisfaction, satisfaction on or prior to the Closing Date, of each Date of the following conditionscondition, any or all of which Seller may waive unless waived in writingwriting by Seller:
Appears in 1 contract
Samples: Branch Purchase and Deposit Assumption Agreement (Access Anytime Bancorp Inc)
Conditions to Obligations of Seller. The obligations obligation of the Seller to consummate the transactions contemplated to be performed by this it in connection with the Agreement are is subject to the satisfaction, on or prior to as of the Closing Datedate of this Agreement, of each of the following conditions, any or all of which Seller may waive in writing::
Appears in 1 contract
Samples: Purchase and Master Services Agreement (AtlasClear Holdings, Inc.)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement are shall be subject to the satisfactionfulfillment, or waiver in writing by Seller, on or prior to the Closing Date, Date of each of the following conditions, any or all of which Seller may waive in writing:
Appears in 1 contract
Samples: Purchase and Sale Agreement
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any or all of which Seller may waive in writingwaive:
Appears in 1 contract
Conditions to Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated by this Agreement are in respect of any applicable exercise of the Call Option is subject to the satisfactionfulfillment, on at or prior to before the Closing Dateapplicable Closing, of each of the following conditions, conditions (all or any or all of which may be waived in whole or in part by Seller may waive in writing:its sole discretion):
Appears in 1 contract
Samples: Call Option Agreement (D. E. Shaw Laminar Emerging Markets, L.L.C.)
Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by under this Agreement are subject to the satisfaction, on or prior to before the Closing Date, of each of the following conditions, any or all of which Seller may waive in writing:be waived by Seller.
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Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by under this Agreement are subject to the satisfactionsatisfaction or, on unless prohibited by law, the waiver by Seller at or prior to before the Closing DateClosing, of each of the following conditions, any or all of which Seller may waive in writing:
Appears in 1 contract
Samples: Asset Purchase Agreement (American Eagle Group Inc)
Conditions to Obligations of Seller. The obligations obligation of Seller to consummate close any of the transactions contemplated by this Agreement are shall be subject to the satisfaction, on or satisfaction prior to or on the Closing Date, Date of each of the following conditions, any one or all more of which Seller may waive in writingbe waived by Seller:
Appears in 1 contract
Conditions to Obligations of Seller. The obligations obligation of Seller Sellers to consummate the transactions contemplated by this Agreement are hereby shall be subject to the satisfactionfulfillment, on or prior to before the Closing Date, of each of the following conditions, any or all of which Seller may waive be waived in writingwhole or in part by Sellers in a writing delivered to Purchaser prior to or at the Closing:
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Surna Inc.)
Conditions to Obligations of Seller. AND THE STOCKHOLDERS The obligations of Seller to consummate and the transactions contemplated by Stockholders under this Agreement are shall be subject to the satisfaction, on or prior to the Closing Date, fulfillment of each of the following conditions, any or all conditions as of which Seller may waive in writingthe Closing Date unless otherwise waived by Seller:
Appears in 1 contract
Samples: Asset Purchase Agreement (Medical Resources Inc /De/)
Conditions to Obligations of Seller. The obligations of Seller Sellers to consummate the transactions contemplated by this Agreement set forth herein are expressly subject to the satisfaction, on or prior to the Closing Date, satisfaction of each and every of the following conditions, any or all of which Seller may waive in writingbe waived by Sellers:
Appears in 1 contract
