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

Conditions to Obligations of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing and in connection with each Subsequent Closing Date is subject to satisfaction (or the written waiver by the Seller) of all of the following conditions that are required to be satisfied on or prior to such date:

Appears in 3 contracts

Samples: Stock Purchase Agreement (Cemex Sa De Cv), Stock Purchase Agreement (Cemex Sa De Cv), Stock Purchase Agreement (Cemex Sa De Cv)

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Conditions to Obligations of the Seller. The obligation obligations of the Seller to consummate the transactions Closing are subject to the satisfaction of the following further conditions: (a) the representations and warranties of the Purchaser herein shall be true and correct on and as of the Closing Date as though made on and as of the Closing Date; and (b) the Purchaser shall have performed all obligations and conditions herein required to be performed by it in connection with the Closing and in connection with each Subsequent Closing Date is subject to satisfaction (or the written waiver observed by the Seller) of all of the following conditions that are required to be satisfied Purchaser on or prior to such date:the Closing Date.

Appears in 3 contracts

Samples: Share Purchase Agreement (AMTD Group Co LTD), Share Purchase Agreement (AMTD Group Co LTD), Share Purchase Agreement (AMTD Digital Inc.)

Conditions to Obligations of the Seller. The obligation obligations of the Seller under this Agreement are subject to consummate the transactions satisfaction at or prior to be performed by it in connection with the Closing and in connection with each Subsequent Closing Date is subject to satisfaction (or the written waiver by the Seller) of all of the following conditions conditions, any of which may be waived in whole or in part by the Seller in its sole discretion by delivery of a written notice to that are required effect to be satisfied on or prior the Buyer, which shall constitute a release by the Seller with respect to such date:condition.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Versadial, Inc.), Asset Purchase Agreement (Youthstream Media Networks Inc), Asset Purchase Agreement (Transtechnology Corp)

Conditions to Obligations of the Seller. The obligation of the Seller to consummate effect the transactions to be performed by it in connection with the Closing and in connection with each Subsequent Closing Date contemplated hereby is also subject to the satisfaction (or the written waiver by the Seller) of all , at or prior to the Closing Date, of the following conditions that are required to be satisfied on or prior to such dateconditions:

Appears in 3 contracts

Samples: Membership Interest Purchase Agreement (MVP REIT II, Inc.), Membership Interest Purchase Agreement (MVP REIT, Inc.), Purchase Agreement (MVP REIT, Inc.)

Conditions to Obligations of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with effect the Closing and in connection with each Subsequent Closing Date is further subject to the satisfaction or waiver (or the written waiver by the Seller) of all at or prior to the Closing of the following conditions that are required to be satisfied on or prior to such dateconditions:

Appears in 3 contracts

Samples: Stock and Asset Purchase Agreement (Magellan Health Inc), Stock and Asset Purchase Agreement (Molina Healthcare, Inc.), Stock and Asset Purchase Agreement (Advisory Board Co)

Conditions to Obligations of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing and in connection with each Subsequent Closing Date is subject to the satisfaction (or the written waiver by the Seller) of all Seller of the following conditions that are required to be satisfied on or prior to such dateconditions:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Transunion Corp.), Asset Purchase Agreement (TransUnion Holding Company, Inc.)

Conditions to Obligations of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with effect the Closing and in connection with each Subsequent Closing Date is shall be subject to satisfaction (the fulfillment, at or prior to the written waiver by the Seller) Closing Date, of all each of the following conditions that are required to be satisfied on or prior to such dateconditions:

Appears in 2 contracts

Samples: Stock Purchase Agreement (Eastco Industrial Safety Corp), Asset Purchase Agreement (Eastco Industrial Safety Corp)

Conditions to Obligations of the Seller. The obligation of the Seller to consummate effect the transactions to be performed by it in connection with the Closing and in connection with each Subsequent Closing Date contemplated hereby is also subject to the satisfaction (or the written waiver by the Seller) of all Sellers, at or prior to the Closing Date, of the following conditions that are required to be satisfied on or prior to such dateconditions:

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Vestin Realty Mortgage II, Inc), Membership Interest Purchase Agreement (Vestin Realty Mortgage I, Inc.)

Conditions to Obligations of the Seller. The obligation of the Seller to consummate take the transactions actions required to be performed taken by it in connection with Seller at the Closing and in connection with each Subsequent Closing Date is subject to the satisfaction (at or prior to the written waiver by the Seller) Closing, of all each of the following conditions that are required to (any of which may be satisfied on waived by Seller, in whole or prior to such date:in part):

Appears in 2 contracts

Samples: Asset Purchase Agreement (Paperclip Imaging Software Inc/De), Asset Purchase Agreement (Access Solutions International Inc)

Conditions to Obligations of the Seller. The obligation of the Seller to consummate effect the transactions to be performed by it in connection with the Closing and in connection with each Subsequent Closing Date contemplated hereby is also subject to the satisfaction (or the written waiver by the Seller) of all , in writing, at or prior to the Closing Date, of the following conditions that are required to be satisfied on or prior to such dateconditions:

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Vestin Realty Mortgage II, Inc), Membership Interest Purchase Agreement (Vestin Realty Mortgage II, Inc)

Conditions to Obligations of the Seller. The In addition to the conditions set forth in Section 9.1, the obligation of the Seller to consummate the transactions to be performed contemplated by it in connection with the Closing and in connection with each Subsequent Closing Date this Agreement is subject to satisfaction (or the written waiver by the Seller) of all of the following conditions that are required to be satisfied satisfaction, on or prior to such datethe Closing Date, of the following conditions:

Appears in 1 contract

Samples: Asset Purchase Agreement (Intellicorp Inc)

Conditions to Obligations of the Seller. The obligation obligations of the Seller and the Company to consummate the transactions Closing are also subject to be performed by it in connection with the satisfaction or waiver, at or prior to the Closing and in connection with Date, of each Subsequent Closing Date is subject to satisfaction (or the written waiver by the Seller) of all of the following conditions that are required to be satisfied on or prior to such dateconditions:

Appears in 1 contract

Samples: Transaction Agreement (Griffon Corp)

Conditions to Obligations of the Seller. The obligation of the Seller to consummate the transactions to effect each Closing shall be performed by it in connection with the Closing and in connection with each Subsequent Closing Date is further subject to the satisfaction (or the written waiver by the Seller) of all Seller at or prior to the applicable Closing of the following conditions that are required to be satisfied on or prior to such dateconditions:

Appears in 1 contract

Samples: Asset Purchase Agreement (Halsey Drug Co Inc/New)

Conditions to Obligations of the Seller. The obligation of the Seller to consummate the transactions Transaction shall be subject to be performed by it in connection with the satisfaction at or prior to the Closing and of the following conditions, unless waived in connection with each Subsequent Closing Date is subject to satisfaction (or the written waiver writing by the Seller) of all of the following conditions that are required to be satisfied on or prior to such date:

Appears in 1 contract

Samples: Asset Purchase Agreement (Derma Sciences, Inc.)

Conditions to Obligations of the Seller. The obligation of the Seller to consummate effect the transactions to be performed effected by it in connection with at the Closing and in connection with each Subsequent Closing Date is shall be subject to satisfaction (the satisfaction, or the written waiver by the Seller) of all of the following conditions that are required to be satisfied waiver, on or prior to such datethe Closing Date of the following further conditions:

Appears in 1 contract

Samples: Share Purchase Agreement (China Medical Technologies, Inc.)

Conditions to Obligations of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with effect the Closing and in connection with shall be subject, at its option, to the satisfaction or waiver of each Subsequent Closing Date is subject to satisfaction (or the written waiver by the Seller) of all of the following conditions that are required to be satisfied on at or prior to such datethe Closing:

Appears in 1 contract

Samples: Asset Purchase Agreement (Perfectdata Corp)

Conditions to Obligations of the Seller. The obligation obligations of the Seller to consummate the transactions to be performed by it in connection with effect the Closing and in connection with each Subsequent Closing Date is are further subject to the satisfaction or (or to the written extent permitted by applicable Law) waiver by the Seller) of all of the following conditions that are required to be satisfied Selling Entities on or prior to such datethe Closing Date of the following additional conditions:

Appears in 1 contract

Samples: Purchase and Sale Agreement (Altra Industrial Motion Corp.)

Conditions to Obligations of the Seller. The obligation of the Seller to consummate the transactions to be performed contemplated by it in connection with this Agreement at the Closing and in connection with each Subsequent Closing Date is subject to the satisfaction (or waiver, at or prior to the written waiver by the Seller) Closing Date, of all each of the following conditions that are required to be satisfied on or prior to such dateconditions:

Appears in 1 contract

Samples: Securities Purchase Agreement (TransUnion)

Conditions to Obligations of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing and in connection with each Subsequent Closing Date contemplated hereby is further subject to the satisfaction (or the written waiver by the Seller) of all of the following conditions that are required to be satisfied on or prior to such datethe Closing Date of the following conditions:

Appears in 1 contract

Samples: Stock Purchase Agreement (TTM Technologies Inc)

Conditions to Obligations of the Seller. The obligation obligations of the Seller to consummate the transactions contemplated by this Agreement are subject, in the discretion of the Seller, to be performed by it in connection with the satisfaction at or prior to the Closing and in connection with Date of each Subsequent Closing Date is subject to satisfaction (or the written waiver by the Seller) of all of the following conditions that are required to be satisfied on or prior to such date:conditions.

Appears in 1 contract

Samples: Asset Purchase Agreement (Williams Controls Inc)

Conditions to Obligations of the Seller. The obligation obligations of the Seller to consummate the transactions to be performed by it in connection with effect the Closing and in connection with each Subsequent Closing Date is are further subject to the satisfaction or (or to the written extent permitted by applicable Law) waiver by the Seller) of all of the following conditions that are required to be satisfied Seller on or prior to such datethe Closing Date of the following additional conditions:

Appears in 1 contract

Samples: Purchase and Sale Agreement (Ashland Global Holdings Inc)

Conditions to Obligations of the Seller. The obligation Each of the obligations of the Seller to consummate the transactions to be performed by it in connection with the Closing and in connection with each Subsequent Closing Date is hereunder shall be subject to the satisfaction (or the written waiver by the Seller) at or prior to the Closing Date (including being satisfied simultaneously with the Closing) of all each of the following conditions that are required to be satisfied on or prior to such dateconditions:

Appears in 1 contract

Samples: Purchase and Sale Agreement (Just Energy Group Inc.)

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Conditions to Obligations of the Seller. The obligation obligations of the Seller to consummate the transactions to be performed by it in connection with the Closing and in connection with each Subsequent Closing Date is are subject to the satisfaction (or the written waiver by the Seller) of all of the following conditions that are required to be satisfied on or prior to such datethe Closing Date:

Appears in 1 contract

Samples: Unit Purchase Agreement (Monster Worldwide, Inc.)

Conditions to Obligations of the Seller. The obligation of the Seller to consummate the transactions to be performed by it contemplated in connection with the Closing and in connection with each Subsequent Closing Date Section 2.1 is further subject to the satisfaction (or the written waiver by the Seller) of all of the following conditions that are required to be satisfied on or prior to such datethe applicable Closing Date of the following conditions:

Appears in 1 contract

Samples: Equity Interest Purchase Agreement (TTM Technologies Inc)

Conditions to Obligations of the Seller. The obligation of the Seller to consummate the transactions to be performed by it in connection with the Closing and in connection with each Subsequent Closing Date is are subject to the satisfaction (or the written waiver by the Seller) of all of the following conditions that are required to be satisfied on or prior to such datethe Closing Date:

Appears in 1 contract

Samples: Unit Purchase Agreement (Monster Worldwide, Inc.)

Conditions to Obligations of the Seller. The obligation of the Seller Sellers to consummate the transactions to be performed by it in connection with the Closing and in connection with each Subsequent Closing Date is subject to satisfaction (or the written waiver by the Seller) of all of the following conditions that are required to be satisfied on or prior to such datebefore the Closing:

Appears in 1 contract

Samples: Asset Purchase Agreement (Katy Industries Inc)

Conditions to Obligations of the Seller. The obligation obligations of the Seller to consummate the transactions transaction contemplated hereby shall be subject to be performed by it in connection with the satisfaction, on or before the Closing and in connection with each Subsequent Closing Date is subject to satisfaction (or the written waiver by the Seller) Date, of all of the following conditions that are required to be satisfied on or prior to such dateconditions, unless expressly waived in writing by the Seller:

Appears in 1 contract

Samples: Purchase Agreement (Crown Casino Corp)

Conditions to Obligations of the Seller. The obligation obligations of the Seller to consummate the transactions transaction contemplated hereby shall be subject to be performed by it in connection with the satisfaction, on or before the Closing and in connection with each Subsequent Closing Date is subject to satisfaction (or the written waiver by the Seller) Date, of all of the following conditions that are required to be satisfied on or prior to such date:conditions, unless expressly waived in writing by the Seller: 47.

Appears in 1 contract

Samples: Purchase Agreement (Casino Magic Corp)

Conditions to Obligations of the Seller. The obligation of the Seller to consummate effect the transactions to be performed by it in connection with the Closing and in connection with each Subsequent Closing Date contemplated hereby is also subject to the satisfaction (or the written waiver by the Seller) of all Sellers, at or prior to the Closing Date, of the following conditions that are required to be satisfied on or prior to such date:conditions: (a)

Appears in 1 contract

Samples: Membership Interest Purchase Agreement

Conditions to Obligations of the Seller. The obligation obligations of the Seller to consummate effect the transactions to Transactions will be performed by it in connection with the Closing and in connection with each Subsequent Closing Date is further subject to satisfaction (on or prior to the written waiver by the Seller) Closing Date of all each of the following conditions that are required to precedent, any of which may be satisfied on or prior to such datewaived exclusively by the Seller:

Appears in 1 contract

Samples: Purchase and Sale Agreement (Inland Diversified Real Estate Trust, Inc.)

Conditions to Obligations of the Seller. 100 The obligation of the Seller to consummate the transactions to contemplated hereby shall be performed by it in connection with the Closing and in connection with each Subsequent Closing Date is subject to satisfaction (or the written waiver by the Seller) of all of the following conditions that are required to be satisfied fulfillment, on or prior to such datethe Closing Date, of the following additional conditions, which the Buyer agrees to use commercially reasonable best efforts to cause to be fulfilled:

Appears in 1 contract

Samples: Acquisition Agreement (Relocation Management Systems Inc)

Conditions to Obligations of the Seller. The obligation of the Seller to consummate the transactions to contemplated hereby shall be performed by it in connection with the Closing and in connection with each Subsequent Closing Date is subject to the satisfaction (or the written waiver by the Seller) of all of the following conditions that are required to be satisfied Company), on or prior to such datethe Closing Date, of the following additional conditions:

Appears in 1 contract

Samples: Unit Purchase Agreement (Orion Ethanol, Inc)

Conditions to Obligations of the Seller. The obligation obligations of the Seller to consummate the transactions to contemplated hereby shall also be performed by it in connection with the Closing and in connection with each Subsequent Closing Date is subject to the satisfaction (or the written waiver by the Seller) at or prior to the Closing of all each of the following conditions that are required to be satisfied on or prior to such dateconditions:

Appears in 1 contract

Samples: Purchase Agreement (Ryman Hospitality Properties, Inc.)

Conditions to Obligations of the Seller. The obligation In addition to the satisfaction of the Closing Conditions pursuant to section 2.01, the obligations of the Seller under this Agreement are subject to consummate the transactions satisfaction at or prior to be performed by it in connection with the Closing and in connection with each Subsequent Closing Date is subject to satisfaction (or the written waiver by the Seller) of all of the following conditions conditions, any of which may be waived in whole or in part by the Seller in its sole discretion by delivery of a written notice to that are required effect to be satisfied on or prior the Buyer, which shall constitute a release by the Seller with respect to such date:condition.

Appears in 1 contract

Samples: Asset Purchase Agreement (Madge Networks Nv)

Conditions to Obligations of the Seller. The obligation of the Seller to consummate the transactions to be performed contemplated by it in connection with this Agreement on the Closing and in connection with each Subsequent Closing Date is expressly subject to satisfaction (the fulfillment, or the written waiver by the Seller) of all of the following conditions that are required to be satisfied , on or prior to such datethe Closing Date, of each of the following conditions:

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Astor Holdings Ii Inc)

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