Common use of Conditions to Obligations of the Seller Clause in Contracts

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:

Appears in 53 contracts

Samples: Equity Purchase Agreement (Black Knight, Inc.), Equity Purchase Agreement (Guardion Health Sciences, Inc.), Asset Purchase Agreement

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Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiverfulfillment, at or prior to the Closing, of each of the following conditions:

Appears in 17 contracts

Samples: Stock Purchase Agreement (Ugods, Inc.), Asset Purchase Agreement (General Components, Inc.), Stock Purchase Agreement (Republic Resources Inc /Co/)

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by under this Agreement shall be are subject to the fulfillment or written waiverfulfillment, at or prior to the ClosingClosing Date, of each of the following conditionsconditions precedent, each of which may be waived in writing at the sole discretion of the Seller:

Appears in 16 contracts

Samples: Asset Purchase Agreement (Amtech Systems Inc), Asset Purchase Agreement (Amtech Systems Inc), Asset Purchase Agreement (Ss&c Technologies Inc)

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiverfulfillment, at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Seller in its sole discretion:

Appears in 11 contracts

Samples: Membership Interest Purchase Agreement (Clearway Energy, Inc.), Asset Purchase Agreement (BOVIE MEDICAL Corp), Asset Purchase Agreement (BOVIE MEDICAL Corp)

Conditions to Obligations of the Seller. The obligations obligation of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:

Appears in 8 contracts

Samples: Stock Purchase Agreement (Hc2 Holdings, Inc.), Stock Purchase Agreement (Wiley John & Sons Inc), Stock Purchase Agreement (Idg Books Worldwide Inc)

Conditions to Obligations of the Seller. The obligations of the Seller to consummate consummate, or cause the consummation of, the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiverfulfillment, at or prior to the Closing, of each of the following conditions:

Appears in 7 contracts

Samples: Transaction Agreement, Transaction Agreement (Credit Suisse First Boston Usa Inc), Transaction Agreement (Credit Suisse Group)

Conditions to Obligations of the Seller. The obligations of the Seller to consummate effect the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, Closing Date of each of the following conditions:

Appears in 7 contracts

Samples: Stock Purchase Agreement (World Fuel Services Corp), Asset Purchase Agreement (Earthcare Co), Stock Purchase Agreement (Earthcare Co)

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by execute this Agreement and perform its obligations hereunder shall be subject to the fulfillment satisfaction (or written waiverwaiver by the Seller, at its sole discretion), at or prior to the Closing, of each of the following conditions:

Appears in 5 contracts

Samples: Stock Purchase Agreement (Powertel Inc /De/), Stock Purchase Agreement (Powertel Inc /De/), Stock Purchase Agreement (Scana Corp)

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment satisfaction (or written waiverwaiver by the Seller, at its sole discretion), at or prior to the Closing, of each of the following conditions:

Appears in 5 contracts

Samples: Stock Purchase Agreement (Powertel Inc /De/), Stock Purchase Agreement (Powertel Inc /De/), Stock Purchase Agreement (Powertel Inc /De/)

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement shall be are subject to the fulfillment or written waiverfulfillment, at or prior to before the ClosingClosing Date, of each of the following conditions, any one or more of which may be waived by the Seller in its sole discretion:

Appears in 5 contracts

Samples: Share Exchange Agreement (Future FinTech Group Inc.), Share Exchange Agreement (Future FinTech Group Inc.), Share Exchange Agreement (Future FinTech Group Inc.)

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, Closing Date of each of the following conditions:

Appears in 4 contracts

Samples: Asset Purchase Agreement (Bitech Technologies Corp), Asset Purchase Agreement (Bitech Technologies Corp), Asset Purchase Agreement (Bitech Technologies Corp)

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:

Appears in 4 contracts

Samples: Asset Purchase Agreement (Comtech Telecommunications Corp /De/), Purchase Agreement (Be Aerospace Inc), Asset Purchase Agreement (Ebenx Inc)

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement shall be at the Closing are subject to the fulfillment or written waiver, at satisfaction on or prior to the Closing, of each Closing of the following conditions:conditions set forth below, unless waived in writing by the Seller.

Appears in 4 contracts

Samples: Share Purchase Agreement (WeTrade Group Inc.), Share Purchase Agreement, Token Purchase Agreement

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by under this Agreement shall be are subject to the fulfillment or written waiverfulfillment, at or prior to the ClosingClosing Date, of each of the following conditionsconditions precedent, each of which may be waived in writing in the sole discretion of the Seller:

Appears in 4 contracts

Samples: Purchase Agreement (Harbor Global Co LTD), Purchase Agreement (Harbor Global Co LTD), Purchase Agreement (Harbor Global Co LTD)

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiverwaiver by the Seller, at or prior to the Closing, of each of the following conditions:

Appears in 3 contracts

Samples: Stapled Security Purchase Agreement (Macquarie Infrastructure CO Trust), Stapled Security Purchase Agreement (Macquarie Infrastructure Assets LLC), Stock Purchase Agreement (Macquarie Infrastructure Assets LLC)

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, Closing Time of each of the following conditions:

Appears in 3 contracts

Samples: Asset Purchase Agreement (Elizabeth Arden Inc), Asset Purchase Agreement (French Fragrances Inc), Asset Purchase Agreement (French Fragrances Inc)

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement shall be the Transaction Documents are subject to the fulfillment or written waiverfulfillment, at or prior to before the ClosingClosing Date, of each of the following conditions, any one or more of which may be waived by the Seller in its sole discretion:

Appears in 3 contracts

Samples: Asset Purchase Agreement (Information Holdings Inc), Asset Purchase Agreement (Information Holdings Inc), Asset Purchase Agreement (Sirco International Corp)

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement shall be and the Transaction Documents are subject to the fulfillment or written waiversatisfaction or, to the extent permitted by applicable Law, waiver of the following conditions at or prior to the Closing, of each of the following conditionsClosing Date:

Appears in 3 contracts

Samples: Asset Purchase Agreement (Green Plains Inc.), Asset Purchase Agreement (Green Plains Inc.), Asset Purchase Agreement (Green Plains Inc.)

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiverfulfillment, at or prior to the Purchase Closing, of each of the following conditions, any of which, to the extent permitted by applicable Law, may be waived in writing by the Seller in its sole discretion:

Appears in 3 contracts

Samples: Stock Purchase Agreement (Herman Miller Inc), Stock Purchase Agreement (Knoll Inc), Stock Purchase Agreement (Global Furniture Holdings S.a r.l)

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement hereby shall be subject to the fulfillment (or written waiver, waiver by the Seller) at or prior to the Closing, Closing of each of the following additional conditions:

Appears in 3 contracts

Samples: Stock Purchase Agreement (Ivoice, Inc /De), Stock Purchase Agreement (Ivoice, Inc /De), Stock Purchase Agreement (Thomas Pharmaceuticals, Ltd.)

Conditions to Obligations of the Seller. The obligations of the --------------------------------------- Seller to consummate this Agreement and the transactions contemplated by this Agreement shall be hereby are subject to the fulfillment or written waiverfulfillment, at or prior to or at the Closing, of each of the following conditionsconditions precedent:

Appears in 3 contracts

Samples: Asset Purchase Agreement (Asi Solutions Inc), Asset Purchase Agreement (Asi Solutions Inc), Asset Purchase Agreement (Asi Solutions Inc)

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement shall be Closing are subject to the fulfillment or written waiver, at or prior to the Closing, waiver of each of the following conditions:

Appears in 3 contracts

Samples: Membership Interest Purchase Agreement (Assisted 4 Living, Inc.), Membership Interest Purchase Agreement (Assisted 4 Living, Inc.), Membership Interest Purchase Agreement (Assisted 4 Living, Inc.)

Conditions to Obligations of the Seller. The obligations of the Seller to consummate and effect this Agreement and the transactions contemplated by this Agreement hereby shall be subject to the fulfillment or written waiver, satisfaction at or prior to the Closing, Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by the Seller:

Appears in 3 contracts

Samples: Asset Purchase Agreement (Digital Music Group, Inc.), Partnership Agreement (Paincare Holdings Inc), Partnership Interest Purchase Agreement (Paincare Holdings Inc)

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by under this Agreement shall be are subject to the fulfillment fulfillment, on or written waiverbefore the Closing Date, at or prior to the Closing, of each of the following conditionsconditions precedent, each of which may be waived in writing at the sole discretion of the Seller:

Appears in 3 contracts

Samples: Asset Purchase Agreement (Ciphergen Biosystems Inc), Asset Purchase Agreement (Ciphergen Biosystems Inc), Asset Purchase Agreement (Ciphergen Biosystems Inc)

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement Transactions shall be subject to the fulfillment or written waiverwaiver by the Seller, at or prior to the Closing, of each of the following conditions:

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Pope & Talbot Inc /De/)

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by described in Article II of this Agreement shall be are subject to the fulfillment or written waiverfulfillment, at or prior to before the Closing, of each of the following conditions:conditions (all or any of which may be waived in whole or in part by the Seller):

Appears in 2 contracts

Samples: Stock Purchase Agreement (Americo Life Inc), Stock Purchase Agreement (Ceres Group Inc)

Conditions to Obligations of the Seller. The obligations obligation of the Seller to consummate the transactions contemplated by this Agreement hereby shall be subject to the fulfillment or written waiverfulfillment, at on or prior to the ClosingClosing Date, of each of the following additional conditions:

Appears in 2 contracts

Samples: Stock Purchase Agreement (Tejas Gas Corp), Asset Purchase Agreement (Hemagen Diagnostics Inc)

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the Merger and the other transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the ClosingMerger Effective Time, of each of the following conditions:

Appears in 2 contracts

Samples: Merger Agreement, Merger Agreement (PNA Group Holding CORP)

Conditions to Obligations of the Seller. The obligations of the Seller Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Medbox, Inc.), Membership Interest Purchase Agreement (Medbox, Inc.)

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement or the other Transaction Documents shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:

Appears in 2 contracts

Samples: Sale, Purchase and Contribution Agreement (Albemarle Corp), Sale, Purchase and Contribution Agreement (W R Grace & Co)

Conditions to Obligations of the Seller. The obligations of the Seller to consummate complete the transactions Transaction contemplated by this Agreement herein shall be subject to the fulfillment fulfilment by WireCo, or written waiverwaiver (in accordance with the terms of this Agreement) by the Seller, at or prior to the Closing, of each Closing of the following conditions, which are provided in the interest of the Seller:

Appears in 2 contracts

Samples: Share Purchase Agreement, Share Purchase Agreement (1295728 Alberta ULC)

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiverwaiver in writing, at or prior to the Closing, of each of the following conditions:

Appears in 2 contracts

Samples: Stock Purchase Agreement (Metlife Inc), Stock Purchase Agreement (American International Group Inc)

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement Transactions shall be subject to the fulfillment satisfaction, on or written waiver, at or prior to before the Closing, of each of the following conditions:conditions (any of which may be waived by the Seller, in whole or in part):

Appears in 2 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Oncor Electric Delivery Co LLC)

Conditions to Obligations of the Seller. The --------------------------------------- obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiverfulfillment, at or prior to the Closing, of each of the following conditions:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Central Garden & Pet Company), Stock and Asset Purchase Agreement (Guidant Corp)

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiverfulfillment, at or prior to the Closing, of each of the following conditions, all or any of which may be waived, in whole or in part, by the Seller:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Paradyne Networks Inc), Asset Purchase Agreement (P Com Inc)

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement shall will be subject to the fulfillment or written waiver, at or prior to the Closing, Closing of each of the following additional conditions:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Phoenix International LTD Inc), Asset Purchase Agreement (London Bridge Software Holdings PLC)

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by under this Agreement shall be are subject to the fulfillment or written waiverfulfillment, at or prior to the Closing, of the following conditions precedent, each of which may be waived in writing at the following conditionssole discretion of the Seller:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Happy Kids Inc), Asset Purchase Agreement (Hie Inc)

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to satisfaction (or, to the fulfillment or written extent permitted by applicable Law, waiver, ) at or prior to the Closing, of each Closing of the following conditions:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Costar Group Inc), Asset Purchase Agreement (KCI Animal Health, LLC)

Conditions to Obligations of the Seller. The obligations Subject to the last sentence of this Section 6.2, the obligation of the Seller to consummate the transactions contemplated by this Agreement to be consummated at the Closing with respect to the Buyer shall be subject to the fulfillment or written waiver, at or prior to following additional conditions unless waived in writing by the Closing, of each of the following conditionsSeller:

Appears in 2 contracts

Samples: Stock Purchase and Sale Agreement (American Technologies Group Inc), Stock Purchase Agreement (American Technologies Group Inc)

Conditions to Obligations of the Seller. The obligations of the Seller to perform this Agreement and consummate the Acquisition and the other transactions contemplated by this Agreement shall be hereby are subject to the fulfillment or written waiver, at or prior to the Closing, of each satisfaction of the following conditions, unless waived by Seller pursuant to Section 11.3:

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Pediatric Services of America Inc)

Conditions to Obligations of the Seller. The obligations obligation of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiverwaiver by the Seller, at or prior to the Closing, of each of the following conditions:

Appears in 2 contracts

Samples: Master Transaction Agreement (Equitable Holdings, Inc.), Stock Purchase Agreement (Ge Financial Assurances Holdings Inc)

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, Closing of each of the following conditions:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Durect Corp), Asset Purchase Agreement (Telenav, Inc.)

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at on or prior to the ClosingClosing Date, of each of the following conditions:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Nash Finch Co), Asset Purchase Agreement (Roundys Inc)

Conditions to Obligations of the Seller. The obligations obligation of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Risk Capital Holdings Inc), Asset Purchase Agreement (White Mountains Insurance Group LTD)

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiverfulfillment, at or prior to the Closing, of each of the following conditions, any of which, to the extent permitted by applicable Law, may be waived in writing by the Seller in its sole discretion:

Appears in 2 contracts

Samples: Stock Purchase Agreement (Activision Blizzard, Inc.), Stock Purchase Agreement (Ameristar Casinos Inc)

Conditions to Obligations of the Seller. 8.1.1 The obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:

Appears in 1 contract

Samples: Stock Purchase Agreement (MSX International Inc)

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiverfulfillment, at or prior to the Closing, of each of the following conditions:, any of which may be waived in writing by the Seller in its sole discretion: (a)

Appears in 1 contract

Samples: Asset Purchase Agreement (BOVIE MEDICAL Corp)

Conditions to Obligations of the Seller. The obligations of --------------------------------------- the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:

Appears in 1 contract

Samples: Stock Purchase Agreement (United States Filter Corp)

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by --------------------------------------- under this Agreement shall be are subject to the fulfillment or written waiverfulfillment, at or prior to the ClosingClosing Date, of each of the following conditionsconditions precedent, each of which may be waived in writing at the sole discretion of the Seller:

Appears in 1 contract

Samples: Asset Purchase Agreement (V I Technologies Inc)

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiverwaiver by the Seller, at or prior to the Closing, of each of the following conditions:

Appears in 1 contract

Samples: Stock Purchase Agreement (Shanghai Century Acquisition Corp)

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:subject

Appears in 1 contract

Samples: Stock Purchase Agreement (United Companies Financial Corp)

Conditions to Obligations of the Seller. The obligations of the Seller to sell the Acquired Assets and to consummate the other transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each Closing (or the waiver in writing by the Seller) of the following conditions:

Appears in 1 contract

Samples: Purchase and Sale Agreement (Energy East Corp)

Conditions to Obligations of the Seller. The obligations of the Seller --------------------------------------- to consummate effect the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, Closing Date of each of the following conditions:

Appears in 1 contract

Samples: Stock Purchase Agreement (Earthcare Co)

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by under Section 2 of this Agreement shall be are subject to the fulfillment or written waiversatisfaction, at or prior to the Closing, of each of the following conditions, any one or more of which may be waived in writing by the Seller:

Appears in 1 contract

Samples: Asset Sale Agreement (Ets Payphones Inc)

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement Proposed Transactions shall be subject to the fulfillment or written waiver, at on or prior to the Closing, Closing Date of each of the following conditions:conditions (unless waived in writing by the Seller in its absolute and sole discretion):

Appears in 1 contract

Samples: Asset Purchase Agreement

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiverfulfillment, at or prior to the Closing, of each of the following conditionsconditions unless waived by the Seller:

Appears in 1 contract

Samples: Stock Purchase Agreement (Dutch Institutional Holding Co Inc)

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement shall be are subject to the fulfillment or written waiver, satisfaction at or prior to the Closing, Closing of each of the following conditions:conditions (any of which may be waived in writing, in whole or in part, by the Shareholders’ Representative):

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Healthstream Inc)

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiverwaiver (to the extent legally permissible), at or prior to the Closing, of each of the following conditions:

Appears in 1 contract

Samples: Membership Interest and Asset Purchase Agreement (Mack Cali Realty L P)

Conditions to Obligations of the Seller. The obligations of the Seller under this Agreement to consummate the transactions contemplated by this Agreement shall be hereby are, at its option, subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditionsconditions precedent set forth below:

Appears in 1 contract

Samples: Stock Purchase Agreement (Tracinda Corp)

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by under this Agreement shall be are subject to the fulfillment or written waiver, at or satisfaction prior to the Closing, or at Closing of each all of the following conditions, unless waived by Seller in writing:

Appears in 1 contract

Samples: Purchase and Sale Agreement (Ladish Co Inc)

Conditions to Obligations of the Seller. The obligations obligation of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment satisfaction or written waiver, waiver at or prior to the Closing, of each of the following additional conditions:

Appears in 1 contract

Samples: Stock Purchase Agreement (Health Net Inc)

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Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiverfulfillment, at or prior to the Closing, of each of the following conditions, any of which may be waived by Seller in writing, and Buyer shall use its reasonable best efforts to cause such conditions to be fulfilled:

Appears in 1 contract

Samples: Asset Purchase Agreement (Nimbus Group Inc)

Conditions to Obligations of the Seller. The All of the obligations of the Seller to consummate the transactions contemplated by under this Agreement shall be are subject to the fulfillment or written waiver, at or prior to or on the Closing Date, and as of the time of the Closing, of each of the following conditions, any one or more of which may be waived, in whole or in part, by the Seller:

Appears in 1 contract

Samples: Asset Purchase Agreement (Modine Manufacturing Co)

Conditions to Obligations of the Seller. The In addition to Section 6.01, the obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:

Appears in 1 contract

Samples: Asset Purchase Agreement (Celsion Corp)

Conditions to Obligations of the Seller. The obligations obligation of the ----------------------------------------- Seller to consummate the transactions contemplated by this Agreement hereby shall be be, at the option of the Seller, subject to the fulfillment or written waiverfulfillment, at or prior to the ClosingClosing Date, of each of the following additional conditions:

Appears in 1 contract

Samples: Purchase Agreement (Fisher Companies Inc)

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each Closing of the following conditions:conditions (any one or more of which may be waived in whole or in part by the Seller):

Appears in 1 contract

Samples: Divestiture Agreement (Protosource Corp)

Conditions to Obligations of the Seller. The obligations of the Seller Parties to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiverfulfillment, at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Seller (on behalf of the Seller Parties), in its sole discretion:

Appears in 1 contract

Samples: Interest Purchase Agreement (Par Technology Corp)

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement shall be are subject to the fulfillment or written waiver, at or prior to or at the Closing, Closing of each of the following conditions:conditions (any or all of which may be waived in whole or in part by the Seller):

Appears in 1 contract

Samples: Asset Purchase Agreement (Tonix Pharmaceuticals Holding Corp.)

Conditions to Obligations of the Seller. The obligations obligation of the Seller --------------------------------------- to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each Closing Date of the following conditions, any one or more of which may be waived in whole or in part by the Seller in writing:

Appears in 1 contract

Samples: Stock Purchase Agreement (Sunoco Inc)

Conditions to Obligations of the Seller. The Unless waived in writing by the Seller, the obligations of the Seller to consummate the transactions contemplated by this Agreement shall be are subject to the fulfillment or written waiver, satisfaction at or prior to the Closing, of each Closing of the following conditions:

Appears in 1 contract

Samples: Asset Purchase Agreement (Optimal Robotics Corp)

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to as of the Closing, of each of the following conditions:

Appears in 1 contract

Samples: Quota Purchase Agreement (Amyris, Inc.)

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement shall be are subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions, which may be waived in whole or in part by the Seller to the extent permitted by law:

Appears in 1 contract

Samples: Stock Purchase Agreement (Medcross Inc)

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by under Sections 1 and 2 of this Agreement shall be are subject to the fulfillment or written waiversatisfaction, at or prior to the Closingapplicable Closing Date, of each of the following conditions, any one or more of which may be waived in writing by the Seller:

Appears in 1 contract

Samples: Asset Purchase Agreement (Cognigen Networks Inc)

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiverwaiver by all Parties (except for the conditions set forth in Section 6.01(a) and Section 6.01(e), which may be waived by the Seller in writing at its sole discretion), at or prior to the Closing, of each of the following conditions:

Appears in 1 contract

Samples: Equity Interest Transfer Agreement (Adama Agricultural Solutions Ltd.)

Conditions to Obligations of the Seller. The obligations obligation of the Seller to consummate effect the Acquisition and the other transactions contemplated hereby and by this Agreement the Ancillary Agreements shall be subject to the fulfillment or written waiversatisfaction, at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Seller in its sole discretion:

Appears in 1 contract

Samples: Stock Purchase Agreement (Forterra, Inc.)

Conditions to Obligations of the Seller. The In addition to the conditions specified in Section 3.01, the obligations of the Seller to consummate the transactions contemplated by this Agreement shall be are subject to the fulfillment satisfaction or written waiver, at or prior to waiver (by the Closing, of each Seller) of the following conditions:

Appears in 1 contract

Samples: Stock Purchase Agreement (Rouf Henrik)

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement shall be are subject to the fulfillment or written waiverfulfillment, at or prior to before the ClosingClosing Date, of each of the following conditions, any one or more of which may be waived by the Seller:

Appears in 1 contract

Samples: Stock Purchase Agreement (Compusa Inc)

Conditions to Obligations of the Seller. The obligations obligation of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiverfulfillment, at or prior to the Closing, of each of the following conditions, any of which may, to the extent permitted by applicable Law, be waived in writing by the Seller in its sole discretion:

Appears in 1 contract

Samples: Asset Purchase Agreement (Verisign Inc/Ca)

Conditions to Obligations of the Seller. The obligations of the Seller to consummate complete the transactions contemplated by this Agreement shall be are subject to the fulfillment or written waiver, at or prior to the Closing, of each satisfaction of the following conditions, unless waived by the Seller in writing:

Appears in 1 contract

Samples: Asset Purchase Agreement (Diedrich Coffee Inc)

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement Acquisition shall be subject to the fulfillment or written waiverfulfillment, at or prior to the Closing, of each of the following conditions:

Appears in 1 contract

Samples: Stock Purchase Agreement (E Trade Group Inc)

Conditions to Obligations of the Seller. The obligations of the Seller to consummate --------------------------------------- effect the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, Closing Date of each of the following conditions:

Appears in 1 contract

Samples: Stock Purchase Agreement (Earthcare Co)

Conditions to Obligations of the Seller. The obligations obligation of the Seller to consummate the transactions contemplated by this Agreement hereby shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each Closing of the following additional conditions:

Appears in 1 contract

Samples: Stock Purchase Agreement (Atkore International Group Inc.)

Conditions to Obligations of the Seller. The obligations --------------------------------------- obligation of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or prior written waiver, at or prior to the Closing, of each of the following conditions:

Appears in 1 contract

Samples: Stock Purchase Agreement (Centris Group Inc)

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment satisfaction (or written waiverwaiver by the Seller, at its sole discretion), at or prior to the Closing, of each of the following conditions:: 18

Appears in 1 contract

Samples: Stock Purchase Agreement (Scana Corp)

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiverfulfillment, at or prior to the Closing, Closing of each of the following conditions:conditions (any one or more of which may be waived by the Seller in its sole discretion).

Appears in 1 contract

Samples: Stock Purchase Agreement (CTN Media Group Inc)

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiversatisfaction, at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Seller in its sole discretion:

Appears in 1 contract

Samples: Securities Purchase Agreement (Costar Group Inc)

Conditions to Obligations of the Seller. The obligations obligation of the Seller to consummate the transactions contemplated by this Agreement shall be is subject to the fulfillment satisfaction or written waiver, waiver by the Seller at or prior to the Closing, Closing of each of the following conditions:

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Impax Laboratories Inc)

Conditions to Obligations of the Seller. The obligations obligation of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiverfulfillment, at on or prior to the ClosingClosing Date, of each of the following additional conditions, which the Purchaser agrees to use reasonable best efforts to cause to be fulfilled:

Appears in 1 contract

Samples: Shareholders Agreement (Gmarket Inc.)

Conditions to Obligations of the Seller. The All of the obligations of the Seller to consummate the transactions contemplated by under this Agreement shall be are subject to the fulfillment or written waiver, at or prior to or on the Closing, Closing Date of each of the following conditions, any one or more of which may be waived, in whole or in part, in writing by the Seller:

Appears in 1 contract

Samples: Stock Purchase Agreement (Turner Broadcasting System Inc)

Conditions to Obligations of the Seller. The obligations obligation of the Seller --------------------------------------- to consummate the transactions contemplated by this Agreement hereby shall be subject to the fulfillment or written waiverfulfillment, at on or prior to the ClosingClosing Date, of each of the following additional conditions:

Appears in 1 contract

Samples: Asset and Stock Purchase Agreement (Primus Telecommunications Group Inc)

Conditions to Obligations of the Seller. The obligations obligation of the Seller to consummate the transactions contemplated by this Agreement Transaction shall be subject to the fulfillment or written waiverfulfillment, at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Seller in its sole discretion:

Appears in 1 contract

Samples: Asset Purchase Agreement (MOVING iMAGE TECHNOLOGIES INC.)

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment satisfaction or written waiverwaiver by the Seller, at or prior to the Closing, of each of the following conditionscondition:

Appears in 1 contract

Samples: Share Purchase Agreement (Cango Inc.)

Conditions to Obligations of the Seller. The All of the obligations of the Seller to consummate the transactions contemplated by under this Agreement shall be are subject to the fulfillment or written waiver, at or prior to or at the Closing, Closing Date of each of the following conditions, any one or more of which may be waived, in whole or in part, in writing by Seller:

Appears in 1 contract

Samples: Purchase and Sale Agreement (Matria Healthcare Inc)

Conditions to Obligations of the Seller. The obligations obligation of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or prior written waiver, at or prior to the Closing, of each of the following conditions:

Appears in 1 contract

Samples: Stock Purchase Agreement (White Mountains Insurance Group Inc)

Conditions to Obligations of the Seller. The obligations obligation of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiverwaiver by the Seller in its sole discretion, at or prior to the Closing, of each of the following conditions:

Appears in 1 contract

Samples: Share Purchase Agreement (Synchronoss Technologies Inc)

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement Transactions shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:

Appears in 1 contract

Samples: Asset Purchase Agreement (Comarco Inc)

Conditions to Obligations of the Seller. The All obligations of the --------------------------------------- Seller to consummate the transactions contemplated by under this Agreement shall be are subject to the fulfillment or written waiverfulfillment, unless waived in writing at the sole option of the Seller, at or prior to the ClosingClosing Date, of each of the following conditionsconditions precedent:

Appears in 1 contract

Samples: Stock Purchase Agreement (Quadrax Corp)

Conditions to Obligations of the Seller. The obligations of the Seller Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:

Appears in 1 contract

Samples: Purchase Agreement (Cellnet Data Systems Inc)

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement or any schedule, certificate or other document delivered pursuant hereto or in connection with the transactions contemplated hereby shall be subject to the fulfillment or written waiverfulfillment, at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Seller in its sole discretion:

Appears in 1 contract

Samples: Asset Purchase Agreement (Ancestry.com Inc.)

Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by under Section 2 of this Agreement shall be are subject to the fulfillment or written waiversatisfaction, at or prior to the Closing, of each of the following conditions, any one or more of which may be waived in writing by Seller:

Appears in 1 contract

Samples: Asset Sale Agreement (Ets Payphones Inc)

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