Common use of Conditions to Obligations of Seller Clause in Contracts

Conditions to Obligations of Seller. The obligations of Seller to effect Closing and consummate the Acquisition are subject to the satisfaction on or prior to Closing of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable Law, in a written instrument executed and delivered by Seller:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Amergent Hospitality Group Inc.), Asset Purchase Agreement (SunOpta Inc.)

AutoNDA by SimpleDocs

Conditions to Obligations of Seller. The obligations of Seller to effect Closing and consummate the Acquisition hereunder are subject to the satisfaction on at or prior to the Closing of the following conditions, any or all of which may be waived, in whole or in part, to unless waived by the extent permitted by applicable Law, in a written instrument executed and delivered by Seller:

Appears in 2 contracts

Samples: Purchase Agreement (Ophidian Pharmaceuticals Inc), Purchase Agreement (Ophidian Pharmaceuticals Inc)

Conditions to Obligations of Seller. The obligations of Seller to effect Closing and consummate the Acquisition sale of the Purchased Assets pursuant to this Agreement are subject to the satisfaction on satisfaction, at or prior to Closing before the Closing, of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable Law, in a written instrument executed and delivered waived by Seller:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Macrovision Corp), Asset Purchase Agreement (Quantum Corp /De/)

Conditions to Obligations of Seller. The obligations of Seller to effect Closing and consummate the Acquisition transactions contemplated hereby are subject to the satisfaction on (or prior to Closing of the following conditions, any or all of which may be waivedwaiver, in whole or in part, by Seller in its sole discretion, to the extent permitted by applicable Law), in a written instrument executed and delivered by Sellerat or prior to the Closing, of each of the following conditions:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Maxeon Solar Technologies, Ltd.), Asset Purchase Agreement (Complete Solaria, Inc.)

Conditions to Obligations of Seller. The obligations of Seller to effect sell the Shares at the Closing and consummate the Acquisition are shall be subject to the satisfaction on or prior to Closing of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable Law, in a written instrument executed and delivered condition unless waived by Seller:

Appears in 2 contracts

Samples: Stock Purchase Agreement (Usaa Real Estate Co), Stock Purchase Agreement (Usaa Real Estate Co)

Conditions to Obligations of Seller. The obligations obligation of Seller to effect proceed with Closing and consummate the Acquisition are is subject to the satisfaction on or prior to Closing of the following conditions, any or all of which may be waived, waived in whole or in part, to the extent permitted by applicable Law, in a written instrument executed and delivered part by Seller:

Appears in 2 contracts

Samples: Stock Purchase Agreement (Eagle Rock Energy Partners L P), Stock Purchase Agreement (Resolute Energy Corp)

Conditions to Obligations of Seller. The obligations of Seller to effect the Closing and consummate the Acquisition are shall be subject to the satisfaction on of Seller or prior to Closing of the following conditions, any or all of which may be waived, in whole or in part, Seller’s waiver (to the extent permitted by under applicable Law) in its sole discretion, in a written instrument executed and delivered by Sellerat or prior to the Closing, of each of the following further conditions:

Appears in 2 contracts

Samples: Purchase Agreement (Alcoa Corp), Purchase Agreement (Kaiser Aluminum Corp)

Conditions to Obligations of Seller. The obligations obligation of Seller to effect Closing and consummate the Acquisition are transaction to be performed by it in connection with the Closing is subject to the satisfaction on or prior to Closing of all of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable Law, in a written instrument executed and delivered by Seller:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Healthy Fast Food Inc), Asset Purchase Agreement (Healthy Fast Food Inc)

Conditions to Obligations of Seller. The obligations obligation of Seller to effect Closing and consummate the Acquisition are Transactions and to take the other actions to be taken by Seller at the Closing is subject to the satisfaction on satisfaction, at or prior to Closing the Closing, of each of the following conditions, conditions (any or all of which may be waived, waived in writing in whole or in part, to the extent permitted by applicable Law, in a written instrument executed and delivered 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 obligation of Seller to effect the Closing and consummate the Acquisition are shall be subject to the satisfaction on fulfillment or written waiver by Seller at or prior to the Closing of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable Law, in a written instrument executed and delivered by Seller:

Appears in 2 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Coach Inc)

Conditions to Obligations of Seller. The obligations of the Seller to effect Closing and consummate the Acquisition Transactions are subject to the satisfaction on or prior to Closing of the following conditions, any or and all of which may be waived, waived in whole or in part, part by Seller to the extent permitted by applicable Law, in a written instrument executed and delivered by Seller:

Appears in 2 contracts

Samples: Business Combination Agreement (Alternus Clean Energy, Inc.), Business Combination Agreement (Clean Earth Acquisitions Corp.)

Conditions to Obligations of Seller. The obligations of Seller to effect Closing and consummate the Acquisition are is subject to the satisfaction on or fulfillment prior to or at Closing of the following conditionsconditions with respect to Purchaser, any one or all more of which may be waived, waived in writing in whole or in part, to the extent permitted part by applicable Law, in a written instrument executed and delivered by Parent Seller:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Integrated Device Technology Inc), Asset Purchase Agreement (Integrated Device Technology Inc)

Conditions to Obligations of Seller. The obligations of Seller to effect Closing and consummate the Acquisition Closing are subject to the satisfaction on or prior to Closing waiver by Seller of each of the following conditions, any or all conditions (it being understood that each such condition is solely for the benefit of which Seller and may be waived, waived by Seller in whole its sole discretion without notice or in part, liability to the extent permitted by applicable Law, in a written instrument executed and delivered by Seller:any Person):

Appears in 2 contracts

Samples: Asset Purchase Agreement (Emcore Corp), Asset Purchase Agreement (Emcore Corp)

Conditions to Obligations of Seller. The obligations obligation of Seller to effect Closing and consummate the Acquisition are Transactions is also subject to the satisfaction on or waiver in writing by Seller at or prior to the Closing of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable Law, in a written instrument executed and delivered by Seller:

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Cornerstone Building Brands, Inc.), Membership Interest Purchase Agreement (Craft Brew Alliance, Inc.)

Conditions to Obligations of Seller. The obligations obligation of Seller to effect the Closing and consummate the Acquisition are is subject to the satisfaction on satisfaction, at or prior to Closing the Closing, of each of the following conditions, conditions (any or all of which may be waived, waived by Seller in whole or in part, to the extent permitted by applicable Law, in a written instrument executed and delivered by Seller:):

Appears in 2 contracts

Samples: Asset Purchase Agreement (Combinatorx, Inc), Asset Purchase Agreement (Combinatorx, Inc)

Conditions to Obligations of Seller. The obligations of Seller to effect Closing and consummate the Acquisition are transactions to be performed by it at the Closing are, at the option of Seller, subject to the satisfaction on at or prior to the Closing of the following additional conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable Law, in a written instrument executed and delivered by Seller:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Jda Software Group Inc), Asset Purchase Agreement (Comshare Inc)

Conditions to Obligations of Seller. The obligations of the Seller to effect cause the Transferred Assets to be sold and to take the other actions required to be taken by the Seller at the Closing and consummate the Acquisition are subject to the satisfaction on (or waiver), at or prior to Closing the Closing, of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable Law, in a written instrument executed and delivered by Seller:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Ideal Power Inc.), Asset Purchase Agreement (Ideal Power Inc.)

Conditions to Obligations of Seller. The obligations obligation of Seller to effect Closing and consummate the Acquisition are transactions contemplated hereby is also subject to the satisfaction on or waiver by Seller at or prior to the Closing Date of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable Law, in a written instrument executed and delivered by Seller: (a) [omitted].

Appears in 2 contracts

Samples: Stock Purchase Agreement (Landamerica Financial Group Inc), Stock Purchase Agreement (Fidelity National Financial, Inc.)

Conditions to Obligations of Seller. The obligations of Seller to effect be performed on the Closing and consummate the Acquisition Date are subject to the satisfaction on or prior to Closing of the following conditions, any one or all more of which may be waived, waived in whole or in part, to the extent permitted part by applicable Law, Seller in a written instrument executed and delivered by Seller:writing.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (McMoran Exploration Co /De/), Purchase and Sale Agreement (McMoran Oil & Gas Co /De/)

Conditions to Obligations of Seller. The obligations Unless waived in writing by Seller, the obligation of Seller hereunder to effect Closing and consummate the Acquisition are transactions contemplated by this Agreement is subject to the satisfaction on at or prior to the Closing of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable Law, in a written instrument executed and delivered by Seller:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Calibrus, Inc.), Asset Purchase Agreement (Calibrus, Inc.)

Conditions to Obligations of Seller. The obligations obligation of Seller to effect Closing and consummate the Acquisition are transactions to be performed by it in connection with the Closing is subject to satisfaction of the satisfaction following conditions on or prior to Closing of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable Law, in a written instrument executed and delivered by SellerClosing:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Stanadyne Corp), Asset Purchase Agreement (Gentek Inc)

Conditions to Obligations of Seller. The obligations obligation of Seller to effect Closing and consummate the Acquisition are Transactions is also subject to the satisfaction on or waiver by Seller at or prior to the SPA Closing of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable Law, in a written instrument executed and delivered by Seller:

Appears in 2 contracts

Samples: Share Purchase Agreement (Magicjack Vocaltec LTD), Share Purchase Agreement (B. Riley FBR, Inc.)

Conditions to Obligations of Seller. The Seller’s obligations of Seller to effect Closing and consummate the Acquisition hereunder are subject to the satisfaction fulfillment or satisfaction, on or prior to Closing and as of the Closing, of each of the following conditions, conditions (any one or all more of which may be waivedwaived by Seller, in whole or in part, to the extent permitted by applicable Law, but only in a written instrument executed and delivered writing signed by Seller:):

Appears in 1 contract

Samples: Acquisition Agreement (Adc Telecommunications Inc)

Conditions to Obligations of Seller. The obligations obligation of Seller to effect Closing and consummate the Acquisition are Transactions shall be subject to the satisfaction on or prior to Closing Seller’s written waiver in its sole discretion, at or before the Closing, of each of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable Law, in a written instrument executed and delivered by Seller:

Appears in 1 contract

Samples: Asset Purchase Agreement (Hyliion Holdings Corp.)

Conditions to Obligations of Seller. The obligations of Seller to effect Closing and consummate the Acquisition transaction provided for herein are expressly made subject to the satisfaction on or prior to Closing of the following conditions, any or all which are solely for the benefit of the Seller and which the Seller alone may be waived, waive in whole or in partpart in the Seller’s sole discretion, and which shall otherwise be satisfied and fulfilled on or prior to the extent permitted by applicable Law, in a written instrument executed and delivered by SellerClosing Date:

Appears in 1 contract

Samples: Purchase and Sale Agreement (Daybreak Oil & Gas Inc)

Conditions to Obligations of Seller. The Seller’s obligations of Seller to effect Closing and consummate the Acquisition hereunder are subject to the satisfaction fulfillment or satisfaction, on or prior to Closing and as of the Closing, of each of the following conditionsconditions by Purchaser, unless any or all of which may be waived, such obligation is expressly waived by Seller in whole or in part, to the extent permitted by applicable Law, in a written instrument executed and delivered by Sellerwriting:

Appears in 1 contract

Samples: Asset Purchase Agreement

Conditions to Obligations of Seller. The obligations of Seller to effect Closing and consummate the Acquisition Transactions are further subject to the satisfaction on (or written waiver by Seller) at or prior to the Closing of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable Law, in a written instrument executed and delivered by Seller:

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Roper Technologies Inc)

Conditions to Obligations of Seller. The obligations obligation of Seller to effect Closing and consummate the Acquisition are shall be subject to the satisfaction on or waiver, at or prior to Closing the Closing, of each of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable Law, in a written instrument executed and delivered by Seller:

Appears in 1 contract

Samples: Acquisition Agreement (SB/RH Holdings, LLC)

Conditions to Obligations of Seller. The obligations Each and every obligation of Seller to effect Closing and consummate the Acquisition are transactions contemplated by this Agreement or to be performed on or before the Closing shall be subject to the satisfaction satisfaction, on or prior to Closing before the Closing, of each of the following conditions, any or all of which may be waived, unless waived in whole or in part, to the extent permitted by applicable Law, in a written instrument executed and delivered writing by Seller:

Appears in 1 contract

Samples: Stock Purchase Agreement (Star Gas Partners Lp)

Conditions to Obligations of Seller. The obligations obligation of Seller to effect Closing and consummate the Acquisition are Closing is subject to the satisfaction satisfaction, on or prior to the Closing Date, of each of the following conditions, any one or all more of which may be waivedwaived in writing, in whole or in part, to the extent permitted by applicable Law, Seller (in a written instrument executed and delivered by Seller:’s sole discretion):

Appears in 1 contract

Samples: Purchase and Sale Agreement (Summit Midstream Partners, LP)

Conditions to Obligations of Seller. The obligations Unless waived in writing by Seller, the obligation of Seller hereunder to effect Closing and consummate the Acquisition are Transactions is subject to the satisfaction on at or prior to the Closing of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable Law, in a written instrument executed and delivered by Seller:

Appears in 1 contract

Samples: Secured Party Sale Agreement (Us Dry Cleaning Corp)

Conditions to Obligations of Seller. The obligations of Seller to effect be performed at the Closing and consummate the Acquisition are subject to the satisfaction on or prior to Closing of the following conditions, any one or all more of which may be waived, waived in whole or in part, to the extent permitted by applicable Law, in a written instrument executed and delivered part by Seller:

Appears in 1 contract

Samples: Purchase and Sale Agreement (Stratford American Corp)

Conditions to Obligations of Seller. The obligations obligation of Seller to effect Closing and consummate the Acquisition are is subject to the satisfaction on (or prior to Closing of the following conditions, any or all of which may be waived, in whole or in partwaiver by Seller, to the extent permitted by applicable Law, in a written instrument executed and delivered by Seller) on or prior to the Closing Date of the following conditions:

Appears in 1 contract

Samples: Stock Purchase Agreement (SMART Global Holdings, Inc.)

Conditions to Obligations of Seller. The obligations Each and every obligation of Seller under this Agreement to effect be performed by Seller at or before Closing and consummate the Acquisition are is subject to the satisfaction on satisfaction, at or prior to Closing before the Closing, of each of the following conditions, any or all of which may be waived, conditions unless waived in whole or in part, to the extent permitted by applicable Law, in a written instrument executed and delivered writing by Seller:

Appears in 1 contract

Samples: Stock Purchase Agreement (Applied Power Inc)

Conditions to Obligations of Seller. The obligations of Seller to effect Closing and consummate the Acquisition are transactions contemplated hereby is also subject to the satisfaction on satisfaction, or waiver by Seller, at or prior to the Closing of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable Law, in a written instrument executed and delivered by Seller:

Appears in 1 contract

Samples: Asset Purchase Agreement (Perficient Inc)

Conditions to Obligations of Seller. The obligations obligation of Seller to effect Closing and consummate the Acquisition are transactions contemplated by this Agreement is subject to the satisfaction on (or prior to written waiver by Seller) as of the Closing of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable Law, in a written instrument executed and delivered by Seller:.

Appears in 1 contract

Samples: Asset Purchase Agreement (Insweb Corp)

Conditions to Obligations of Seller. The obligations of Seller to effect Closing and consummate the Acquisition Transactions are subject to the satisfaction on satisfaction, at or prior to Closing the Closing, of the following additional conditions, any one or all more of which may be waived, waived in whole or in part, to writing at the extent permitted by applicable Law, in a written instrument executed and delivered by option of Seller:

Appears in 1 contract

Samples: Asset Purchase Agreement (Scott's Liquid Gold - Inc.)

Conditions to Obligations of Seller. The obligations obligation of Seller to effect Closing and consummate the Acquisition are transactions contemplated hereby shall be subject to the satisfaction on (or waiver by Seller), at or prior to Closing the Closing, of the following additional conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable Law, in a written instrument executed and delivered by Seller:

Appears in 1 contract

Samples: Share Purchase Agreement (Tyson Foods Inc)

Conditions to Obligations of Seller. The obligations obligation of Seller to, or to effect Closing cause the Seller Affiliates to, sell, transfer, assign and consummate deliver the Acquisition are Transferred Assets is subject to the satisfaction (or waiver in writing by Seller) on or prior to the Closing Date of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable Law, in a written instrument executed and delivered by Seller:

Appears in 1 contract

Samples: Asset Purchase Agreement (B&G Foods, Inc.)

Conditions to Obligations of Seller. The obligations obligation of Seller to effect Closing and consummate the Acquisition are is further subject to the satisfaction on (or prior to Closing waiver by Seller) of the following conditions, any or all of which may be waived, in whole or in part, conditions prior to the extent permitted by applicable Law, in a written instrument executed and delivered by SellerClosing:

Appears in 1 contract

Samples: Purchase and Sale Agreement (First Solar, Inc.)

Conditions to Obligations of Seller. The obligations of Seller to effect Closing and consummate the Acquisition under this Agreement are subject to the satisfaction on at or prior to the Closing Date of the following conditions, any or all of which may be waived, waived in whole or in part, to the extent permitted part by applicable Law, Seller in its discretion by delivery of a written instrument executed and delivered by Seller:notice to that effect to Purchaser.

Appears in 1 contract

Samples: Asset Purchase Agreement (AeroVironment Inc)

Conditions to Obligations of Seller. The Seller's obligations of Seller to effect Closing and consummate the Acquisition hereunder are subject to the satisfaction fulfillment or satisfaction, on or prior to Closing and as of the Closing, of each of the following conditions, conditions (any one or all more of which may be waived, in whole or in part, to the extent permitted by applicable Law, in a written instrument executed and delivered waived by Seller:):

Appears in 1 contract

Samples: Asset Acquisition Agreement (Jni Corp)

Conditions to Obligations of Seller. The obligations of Seller to effect Closing and consummate the Acquisition transactions contemplated hereby are subject to the satisfaction (or written waiver by Seller) on or prior to the Closing Date of each of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable Law, in a written instrument executed and delivered by Seller:

Appears in 1 contract

Samples: Merger Agreement (Maravai Lifesciences Holdings, Inc.)

Conditions to Obligations of Seller. The obligations of Seller to effect Closing and consummate the Acquisition under this Agreement are subject to the satisfaction on at or prior to the Closing Date of the following conditions, any or all of which may be waived, waived in whole or in part, part by the Seller in its sole discretion by delivery of a written notice to that effect to the extent permitted by applicable Law, in a written instrument executed and delivered by Seller:Buyer.

Appears in 1 contract

Samples: Asset Purchase Agreement (Oxford Automotive Inc)

Conditions to Obligations of Seller. The obligations of Seller Seller’s obligation to effect sell the Interest at the Closing and consummate the Acquisition are is subject to the satisfaction or waiver, on or prior to the Closing Date, of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable Law, in a written instrument executed and delivered by Seller:

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Tc Pipelines Lp)

Conditions to Obligations of Seller. The obligations of Seller to consummate and effect Closing and consummate the Acquisition are transactions contemplated hereby shall be subject to the satisfaction on or fulfillment at or prior to the Closing of each of the following conditions, any or all of which may be waived, in whole or in partwriting, to the extent permitted by applicable Law, in a written instrument executed and delivered by Seller, at the sole discretion of Seller:

Appears in 1 contract

Samples: Stock Purchase Agreement (Audiocodes LTD)

Conditions to Obligations of Seller. The obligations of Seller to effect Closing and consummate the Acquisition are transactions contemplated hereby shall be subject to the satisfaction or written waiver by Seller, 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, to the extent permitted by applicable Law, in a written instrument executed and delivered by Seller:

Appears in 1 contract

Samples: Asset Purchase Agreement (Suprema Specialties Inc)

Conditions to Obligations of Seller. The obligations obligation of Seller to effect Closing and consummate the Acquisition are Asset Purchase and the Stock Purchase and to take the other actions to be taken by Seller at the Closing is subject to the satisfaction on satisfaction, at or prior to Closing the Closing, of each of the following conditions, conditions (any or all of which may be waived, waived in whole or in part, to the extent permitted by applicable Law, in a written instrument executed and delivered part by Seller:):

Appears in 1 contract

Samples: Purchase Agreement (Element K Corp)

Conditions to Obligations of Seller. The obligations of Seller under this Agreement to effect sell the Purchased Shares and to take the other actions required to be taken by Seller at the Closing and consummate the Acquisition are subject to the satisfaction on satisfaction, at or prior to Closing the Closing, of the following conditions, any or all of which may be waived, in whole or in part, conditions unless waived (to the extent permitted by applicable Law, in a written instrument executed and delivered such conditions can be waived) by Seller:

Appears in 1 contract

Samples: Stock Purchase Agreement (Eagle Bulk Shipping Inc.)

Conditions to Obligations of Seller. The obligations of Seller to effect hereunder in connection with the Closing and consummate the Acquisition are subject to the satisfaction on satisfaction, at or prior to Closing before the Closing, of the following conditions, conditions (all or any or all of which may be waived, waived in whole or in part, to the extent permitted part by applicable Law, Seller in a written instrument executed and delivered by Seller:its sole discretion).

Appears in 1 contract

Samples: Membership Interest Purchase and Sale Agreement (Algonquin Power & Utilities Corp.)

Conditions to Obligations of Seller. The obligations of Seller to effect be performed by Seller at the Closing and consummate the Acquisition are subject to the satisfaction on at or prior to the Closing of each of the following conditionsconditions by Purchaser, any or all of which may be waived, unless waived by Seller in whole or in part, to the extent permitted by applicable Law, in a written instrument executed and delivered by Sellerits sole discretion:

Appears in 1 contract

Samples: Asset Purchase Agreement (Ats Medical Inc)

Conditions to Obligations of Seller. The This Agreement and the obligations of Seller to effect Closing and consummate the Acquisition are perform hereunder shall be subject to the satisfaction on by Buyer, or waiver in writing by Seller, of the following conditions at or prior to Closing of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable Law, in a written instrument executed and delivered by SellerClosing:

Appears in 1 contract

Samples: Asset Purchase Agreement

Conditions to Obligations of Seller. The obligations obligation of Seller to effect the Closing and consummate the Acquisition are under this Agreement is subject to the satisfaction on or waiver by Seller, at or prior to Closing the Closing, of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable Law, in a written instrument executed and delivered by Seller:

Appears in 1 contract

Samples: Asset Purchase Agreement (Women First Healthcare Inc)

Conditions to Obligations of Seller. The Seller’s obligations of Seller to effect sell the Shares and to take the other actions required to be taken by it at the Closing and consummate the Acquisition are subject to the satisfaction on satisfaction, at or prior to Closing the Closing, of each or the following conditions, any or all of which may be waived, conditions (unless waived in whole or in part, to the extent permitted by applicable Law, in a written instrument executed and delivered writing by Seller:):

Appears in 1 contract

Samples: Stock Purchase Agreement (Validus Holdings LTD)

Conditions to Obligations of Seller. The obligations obligation of Seller to effect Closing and consummate the Acquisition are transactions contemplated hereby is also subject to the satisfaction on or waiver by Seller, at or prior to the Closing Date, of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable Law, in a written instrument executed and delivered by Seller:

Appears in 1 contract

Samples: Stock Purchase Agreement (Capital Southwest Corp)

Conditions to Obligations of Seller. The obligations obligation of Seller to effect Closing and consummate the Acquisition are Closing shall be subject to the satisfaction on fulfillment (or waiver by Seller in writing), at or prior to the Closing Date, of the following additional conditions, any or all of which may Buyer agrees to use reasonable efforts to cause to be waived, in whole or in part, to the extent permitted by applicable Law, in a written instrument executed and delivered by Sellerfulfilled:

Appears in 1 contract

Samples: Stock Purchase Agreement (Fiserv Inc)

Conditions to Obligations of Seller. The obligations obligation of Seller to effect Closing and consummate the Acquisition are transactions contemplated by this Agreement is subject to the satisfaction on of (or prior to written waiver by) Seller as of the Closing of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable Law, in a written instrument executed and delivered by Seller:.

Appears in 1 contract

Samples: Asset Purchase Agreement (Prism Technologies Group, Inc.)

Conditions to Obligations of Seller. The obligations obligation of Seller to effect Closing and consummate the Acquisition are transactions contemplated hereby is also subject to the satisfaction on fulfillment or written waiver by Seller, prior to Closing the Closing, of each of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable Law, in a written instrument executed and delivered by Seller:

Appears in 1 contract

Samples: Stock Purchase Agreement (Ofg Bancorp)

Conditions to Obligations of Seller. The obligations of Seller to effect Closing and consummate the Acquisition are Transactions shall be subject to the satisfaction on or prior to Closing Seller’s waiver in its sole discretion, at or before the Closing, of each of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable Law, in a written instrument executed and delivered by Seller:

Appears in 1 contract

Samples: Share and Asset Purchase Agreement (nVent Electric PLC)

Conditions to Obligations of Seller. The Seller’s obligations of Seller to effect Closing and consummate the Acquisition hereunder are subject to the satisfaction fulfillment or satisfaction, on or prior to before the Closing Date, of each of the following conditions, conditions (any one or all more of which may be waivedwaived by Seller, in whole or in part, to the extent permitted by applicable Law, but only in a written instrument executed and delivered writing signed by Seller:):

Appears in 1 contract

Samples: Asset Purchase Agreement (Mfic Corp)

Conditions to Obligations of Seller. The obligations obligation of Seller to effect Closing and consummate the Acquisition are transactions contemplated hereby is subject to the satisfaction on at or prior to the Closing Date of the following conditions, any or all of which may be waived, waived in whole or in part, to the extent permitted by applicable Law, in a written instrument executed and delivered part by Seller:

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Applied Extrusion Technologies Inc /De)

AutoNDA by SimpleDocs

Conditions to Obligations of Seller. The obligations of Seller to effect the Closing and consummate the Acquisition are shall be subject to the satisfaction on (or prior to Closing of the following conditions, any or all of which may be waivedwaiver, in whole or in part, to the extent permitted by applicable Law, in a written instrument executed and delivered by Seller) on and as of the Closing Date of each of the following conditions:

Appears in 1 contract

Samples: Purchase Agreement (Exelon Corp)

Conditions to Obligations of Seller. The obligations obligation of Seller to effect Closing and consummate the Acquisition are Contemplated Transactions is subject to the satisfaction on satisfaction, or waiver by Seller in writing, at or prior to Closing the Closing, of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable Law, in a written instrument executed and delivered by Seller:

Appears in 1 contract

Samples: Share Purchase Agreement (Stereotaxis, Inc.)

Conditions to Obligations of Seller. The obligations obligation of Seller to effect Closing and consummate the Acquisition are Closing is subject to the satisfaction satisfaction, on or prior to the Closing Date, of each of the following conditions, any one or all more of which may be waivedwaived in writing, in whole or in part, to by Seller (in the extent permitted by applicable Law, in a written instrument executed and delivered by Seller:’s sole discretion):

Appears in 1 contract

Samples: General Partner Purchase Agreement (Energy Transfer Equity, L.P.)

Conditions to Obligations of Seller. The obligations of Seller to effect Closing and consummate the Acquisition Transaction are subject to the satisfaction on at or prior to the Closing of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable Lawlaw, in a written instrument executed and delivered by Seller:

Appears in 1 contract

Samples: Equity Purchase Agreement (22nd Century Group, Inc.)

Conditions to Obligations of Seller. The obligations obligation of Seller to effect the Closing and consummate the Acquisition are is subject to the satisfaction (or waiver by Seller) on or prior to Closing before the Closing, of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable Law, in a written instrument executed and delivered by Seller:

Appears in 1 contract

Samples: Asset Purchase Agreement (Great American Family Parks Inc)

Conditions to Obligations of Seller. The obligations obligation of Seller to effect Closing and consummate the Acquisition are Transactions is subject to the satisfaction on satisfaction, at or prior to Closing before the Closing, of each of the following conditions, any or all of which conditions may be waived, waived by Seller in whole or in part, to the extent permitted by applicable Law, in a written instrument executed and delivered by Sellerits sole discretion:

Appears in 1 contract

Samples: Asset Purchase Agreement

Conditions to Obligations of Seller. The obligations of Seller to effect Closing and consummate the Acquisition are Transaction will be subject to the satisfaction on satisfaction, or prior to written waiver by Seller, at or before the Closing of each of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable Law, in a written instrument executed and delivered by Seller:

Appears in 1 contract

Samples: Asset Purchase Agreement (Virage Logic Corp)

Conditions to Obligations of Seller. The obligations Each and every obligation of Seller to effect be performed at the Closing and consummate the Acquisition are shall be subject to the satisfaction on as of or prior to Closing before of the following conditions, any or all of which may be waived, conditions (unless waived in whole or in part, to the extent permitted by applicable Law, in a written instrument executed and delivered writing by Seller:):

Appears in 1 contract

Samples: Asset Purchase Agreement (BioCube, INC.)

Conditions to Obligations of Seller. The obligations obligation of Seller to effect Closing and consummate the Acquisition are transactions contemplated by this Agreement and to take the other actions to be taken by Seller at the Closing is subject to the satisfaction on satisfaction, at or prior to Closing the Closing, of each of the following conditions, conditions (any or all of which may be waived, waived in whole or in part, to the extent permitted by applicable Law, in a written instrument executed and delivered part by Seller:):

Appears in 1 contract

Samples: Stock Purchase Agreement (SOI Holdings, Inc.)

Conditions to Obligations of Seller. The All obligations of Seller to effect at the Closing and consummate the Acquisition hereunder are subject to the satisfaction on (or waiver in writing by Buyer) at or prior to the Closing of each of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable Law, in a written instrument executed and delivered by Seller:

Appears in 1 contract

Samples: Asset Purchase Agreement (Gray Communications Systems Inc /Ga/)

Conditions to Obligations of Seller. The obligations obligation of Seller ----------------------------------- to effect Closing and consummate the Acquisition are Asset Purchase and the Stock Purchase and to take the other actions to be taken by Seller at the Closing is subject to the satisfaction on satisfaction, at or prior to Closing the Closing, of each of the following conditions, conditions (any or all of which may be waived, waived in whole or in part, to the extent permitted by applicable Law, in a written instrument executed and delivered part by Seller:):

Appears in 1 contract

Samples: Purchase Agreement (Ziff Davis Inc)

Conditions to Obligations of Seller. The obligations of the Seller to effect Closing and consummate the Acquisition are Transactions shall be subject to the satisfaction on or waiver by the Seller, at or prior to Closing the Closing, of each of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable Law, in a written instrument executed and delivered by Seller:

Appears in 1 contract

Samples: Stock Purchase Agreement (Interstate Hotels & Resorts Inc)

Conditions to Obligations of Seller. The obligations of Seller to consummate and effect Closing and consummate the Acquisition are Share Purchase shall be subject to the satisfaction on at or prior to the Closing of each of the following conditions, any or all of which may be waived, in whole or in partwriting, to the extent permitted by applicable Law, in a written instrument executed and delivered exclusively by Seller:

Appears in 1 contract

Samples: Share Purchase Agreement (Nuance Communications, Inc.)

Conditions to Obligations of Seller. The obligations obligation of Seller to effect Closing and consummate the Acquisition are sale of the Membership Interests and to take the other actions to be taken by Seller at the Closing is subject to the satisfaction on satisfaction, at or prior to Closing the Closing, of each of the following conditions, conditions (any or all of which may be waived, waived in whole or in part, to the extent permitted by applicable Law, in a written instrument executed and delivered part by Seller:):

Appears in 1 contract

Samples: Purchase and Sale Agreement (Clean Harbors Inc)

Conditions to Obligations of Seller. The obligations of Seller to effect Closing and consummate the Acquisition Transaction are also subject to the satisfaction or waiver by Seller, as the case may be, on or prior to the Closing Date, of the following conditions, any : (a) Performance of Purchaser’s Obligations. Purchaser shall have performed all obligations required to be performed by Seller under this Agreement at or all of which may be waived, in whole or in part, prior to the extent permitted by applicable Law, in a written instrument executed and delivered by Seller:Closing.

Appears in 1 contract

Samples: Stock Purchase Agreement (MRV Communications Inc)

Conditions to Obligations of Seller. The obligations of Seller to effect Closing and consummate the Acquisition transactions to be consummated by it at the Closing are subject to the satisfaction on at or prior to the Closing of each of the following conditions, conditions (any or all of which may be waived, waived by Seller in whole or in part, to the extent permitted by applicable Law, in a written instrument executed and delivered by Seller:its sole discretion):

Appears in 1 contract

Samples: Asset Purchase Agreement (First Horizon Pharmaceutical Corp)

Conditions to Obligations of Seller. The obligations obligation of Seller to effect Closing and consummate the Acquisition are Closing shall be subject to the satisfaction on or prior to Closing of the following conditions, any or all of which may be waived, in whole or in part, Seller’s waiver (to the extent permitted by applicable Law) in its sole discretion, in a written instrument executed and delivered by Sellerat or before the Closing, of each of the following conditions:

Appears in 1 contract

Samples: Asset Purchase Agreement (Elanco Animal Health Inc)

Conditions to Obligations of Seller. The obligations obligation of Seller to effect Closing and consummate the Acquisition are Transactions and to take the other actions to be taken by Seller at the Closing is subject to the satisfaction on satisfaction, at or prior to Closing the Closing, of each of the following conditions, conditions (any or all of which may be waived, waived in whole or in part, part by Seller subject to the extent permitted by applicable Law, in a written instrument executed and delivered by Seller:provisions of Section 11.5):

Appears in 1 contract

Samples: Asset Purchase Agreement (HD Partners Acquisition CORP)

Conditions to Obligations of Seller. The obligations obligation of Seller or any other Seller Party to effect Closing and consummate the Acquisition are Transactions shall be subject to the satisfaction on or prior to Closing written waiver by Seller in its sole discretion, at or before the Closing, of each of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable Law, in a written instrument executed and delivered by Seller:

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement

Conditions to Obligations of Seller. The obligations of Seller to effect Closing and consummate the Acquisition are subject to the satisfaction on or prior to Closing of the following conditions, any or all of which may be Unless otherwise waived, in whole or in part, in writing by Seller, the obligations of Seller to consummate the transactions contemplated hereunder, and in the other agreements referred to herein, shall be subject to the extent permitted by applicable Law, in a written instrument executed and delivered by Sellersatisfaction at the Closing of each of the following conditions:

Appears in 1 contract

Samples: Stock Purchase Agreement (Clancy Corp)

Conditions to Obligations of Seller. The obligations obligation of Seller to effect Closing and consummate the Acquisition are Transaction is also subject to the satisfaction on fulfillment at or prior to the Closing Date of each of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable Law, in a written instrument executed and delivered waiver thereof by Seller:

Appears in 1 contract

Samples: Stock Purchase Agreement (1st Independence Financial Group, Inc.)

Conditions to Obligations of Seller. The obligations of Seller to effect Closing and consummate the Acquisition are subject to the satisfaction on or prior to Closing of the following conditions, any or all of which may be Unless waived, in whole or in part, in writing by Seller, the obligations of Seller to effect the transactions contemplated hereby shall be subject to the extent permitted by applicable Law, in a written instrument executed and delivered by Sellersatisfaction at or prior to each Closing Date of each of the following conditions:

Appears in 1 contract

Samples: Asset Purchase Agreement (MPLC, Inc.)

Conditions to Obligations of Seller. The obligations obligation of Seller to effect the Closing and consummate the Acquisition are is further subject to the satisfaction on or waiver (by Seller) at or prior to the Closing of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable Law, in a written instrument executed and delivered by Seller:

Appears in 1 contract

Samples: Stock Purchase Agreement (Tivity Health, Inc.)

Conditions to Obligations of Seller. The obligations obligation of Seller to effect Closing and consummate the Acquisition are Transactions is subject to the satisfaction on satisfaction, at or prior to Closing before the Closing, of each of the following conditions, any or all of which may conditions may, except for the condition set forth in Section 3.2, be waived, waived by Seller in whole or in part, to the extent permitted by applicable Law, in a written instrument executed and delivered by Sellerits sole discretion:

Appears in 1 contract

Samples: Asset Purchase Agreement (Bowflex Inc.)

Conditions to Obligations of Seller. The obligations of Seller to effect Closing and consummate the Acquisition transactions contemplated hereby are subject to the satisfaction on (or prior to Closing waiver by Seller) at or before the Closing, of each of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable Law, in a written instrument executed and delivered by Seller:

Appears in 1 contract

Samples: Stock Purchase Agreement (Applied Graphics Technologies Inc)

Conditions to Obligations of Seller. The obligations of Seller to effect Closing and consummate the Acquisition Transactions with respect to an Interest to be transferred at each Closing are subject to satisfaction or, at the satisfaction on or prior to Closing option of Seller, waiver of each of the following conditions, any or all of which may be waived, in whole or in part, conditions applicable to the extent permitted by applicable Law, in a written instrument executed and delivered by Sellersuch Interest:

Appears in 1 contract

Samples: Purchase Agreement (Ares Private Markets Fund)

Conditions to Obligations of Seller. The obligations of Seller to effect Closing and consummate the Acquisition Transaction are subject to the satisfaction on or waiver in writing by Seller at or prior to the Closing Date of each of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable Law, in a written instrument executed and delivered by Seller:

Appears in 1 contract

Samples: Asset Purchase Agreement (Evans & Sutherland Computer Corp)

Conditions to Obligations of Seller. The obligations of the Seller to effect Closing and consummate the Acquisition are Purchase shall be subject to the satisfaction on satisfaction, at or prior to Closing the Closing, of each of the following conditions, conditions (any or all of which may be waived, in whole or in partwriting, to exclusively by the extent permitted by applicable Law, in a written instrument executed and delivered by Seller:):

Appears in 1 contract

Samples: Share Purchase Agreement (Cullinan Oncology, Inc.)

Conditions to Obligations of Seller. The obligations of Seller to effect Closing and consummate the Acquisition transactions contemplated by this Agreement and to take the other actions required to be taken by Seller are subject to the satisfaction on at or prior to the Closing Date of each of the following conditions, any or all of which may be waived, in whole or in partwriting, to exclusively by the extent permitted by applicable Law, in a written instrument executed and delivered by Seller:

Appears in 1 contract

Samples: Equity Interest Purchase Agreement (American International Holdings Corp.)

Conditions to Obligations of Seller. The obligations of Seller to effect the purchase and sale of the Shares and the other actions to be taken at the Closing and consummate the Acquisition are further subject to the satisfaction or waiver by Seller on or prior to the Closing of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable Law, in a written instrument executed and delivered by Seller:

Appears in 1 contract

Samples: Stock Purchase Agreement (Global Indemnity PLC)

Conditions to Obligations of Seller. The obligations of Seller to effect Closing and consummate the Acquisition perform this Agreement are subject to the satisfaction on satisfaction, at or prior to Closing the Closing, of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable Law, in a written instrument executed and delivered unless waived by Seller’s Representative:

Appears in 1 contract

Samples: Asset Purchase Agreement (Mine Safety Appliances Co)

Conditions to Obligations of Seller. The obligations obligation of Seller to effect Closing and consummate the Acquisition Transactions are subject to the satisfaction fulfillment on or prior to the Closing Date of each of the following conditions, any or all of which may be waived, in writing, in whole or in part, part by Seller to the extent permitted by applicable Law, in a written instrument executed and delivered by SellerLaw or Order:

Appears in 1 contract

Samples: Share Purchase Agreement (Miami Cruiseline Services Holdings I B V)

Conditions to Obligations of Seller. The obligations of Seller to effect Closing and consummate the Acquisition are transactions contemplated hereby and to effect each applicable Closing shall be subject to the satisfaction on satisfaction, or prior to Closing of the following conditions, any or all of which may be waived, in whole or in part, written waiver by Seller (to the extent permitted by applicable Law), in a written instrument executed and delivered by Sellerof the following conditions at the Effective Time:

Appears in 1 contract

Samples: Purchase Agreement (Discover Financial Services)

Conditions to Obligations of Seller. The obligations obligation of Seller to effect the Closing and consummate the Acquisition are is also subject to the satisfaction (or written waiver by Seller) on or prior to the Closing of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable Law, in a written instrument executed and delivered by Seller:

Appears in 1 contract

Samples: Stock Purchase Agreement (SPX Corp)

Conditions to Obligations of Seller. The obligations obligation of Seller to effect the Closing and consummate the Acquisition are is also subject to the satisfaction (or written waiver by Seller, if permitted under Applicable Law) on or prior to the Closing of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable Law, in a written instrument executed and delivered by Seller:

Appears in 1 contract

Samples: Stock Purchase Agreement (Shutterstock, Inc.)

Conditions to Obligations of Seller. The obligations obligation of Seller to effect Closing and consummate the Acquisition are transactions to be performed by it in connection with the Closing is subject to the satisfaction on or prior to Closing of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable Law, in a written instrument executed and delivered by Sellerfollowing:

Appears in 1 contract

Samples: Purchase and Sale Agreement (Tig Holdings Inc)

Conditions to Obligations of Seller. The obligations obligation of Seller to effect Closing and consummate the Acquisition are Closing shall be subject to the satisfaction on at or prior to the Closing of each of the following conditions, any or all of which may be waived, in whole or in partwriting, to the extent permitted by applicable Law, in a written instrument executed and delivered exclusively by Seller:

Appears in 1 contract

Samples: Share Purchase Agreement (3d Systems Corp)

Conditions to Obligations of Seller. The obligations obligation of Seller to effect the Closing and consummate the Acquisition are is also subject to the satisfaction on or waiver by Seller at or prior to the Closing of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable Law, in a written instrument executed and delivered by Seller:

Appears in 1 contract

Samples: Stock Purchase Agreement (Ameris Bancorp)

Conditions to Obligations of Seller. The obligations of Seller to effect proceed with the Closing and consummate the Acquisition are subject to the satisfaction on at or prior to the Closing of all of the following conditions, any one or all more of which may be waived, waived in writing in whole or in part, part by Seller (which waiver shall be deemed to constitute a waiver of any liability Buyer may have under this Agreement with respect to the extent permitted by applicable Law, in a written instrument executed and delivered by Seller:event or condition causing such condition not to be satisfied at the Closing):

Appears in 1 contract

Samples: Stock Purchase Agreement (Consumers Energy Co)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!