Conditions to Obligations of the Sellers. The obligations of the 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 17 contracts
Samples: Share Purchase Agreement (Bloom HoldCo LLC), Stock Purchase Agreement (Vemanti Group, Inc.), Membership Interest Purchase Agreement (Freedom Leaf Inc.)
Conditions to Obligations of the Sellers. The obligations of the Sellers 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 16 contracts
Samples: Asset and Stock Purchase Agreement (Covance Inc), Asset Purchase Agreement (GateHouse Media, Inc.), Purchase and Sale Agreement (Innophos Investment Holdings, Inc.)
Conditions to Obligations of the Sellers. The obligations of the Sellers 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 Sellers in their sole discretion:
Appears in 6 contracts
Samples: Share Exchange Agreement (Fuse Group Holding Inc.), Form 10 Q, Purchase Agreement (Midamerican Energy Holdings Co /New/)
Conditions to Obligations of the Sellers. The obligations obligation of the Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment by the Buyer or written waiverwaiver by the Sellers, at or prior to the Closing, of each of the following conditions:
Appears in 5 contracts
Samples: Asset Purchase Agreement (Coca Cola Co), Asset Purchase Agreement (Coca Cola Co), Asset Purchase Agreement (Coca Cola Co)
Conditions to Obligations of the Sellers. The obligations obligation of the Sellers to consummate the transactions contemplated by this Agreement to occur at the Closing shall be subject to the fulfillment by the Buyer or written waiverwaiver by the Sellers, at or prior to the Closing, of each of the following conditions:
Appears in 4 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Coca Cola Bottling Co Consolidated /De/), Asset Purchase Agreement (Coca Cola Bottling Co Consolidated /De/)
Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions contemplated by this Agreement hereby shall be subject to the fulfillment or written waiver, waiver by the Sellers at or prior to the Closing, Closing of each of the following additional conditions:
Appears in 4 contracts
Samples: Asset Purchase Agreement (Huntsman International LLC), Asset Purchase Agreement (Texas Petrochemicals Inc.), Asset Purchase Agreement (Texas Petrochemicals Inc.)
Conditions to Obligations of the Sellers. The obligations of each of the 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 4 contracts
Samples: Purchase and Sale Agreement (Tops Markets Ii Corp), Purchase and Sale Agreement (Tops Markets Ii Corp), Preferred Stock Purchase Agreement (Image Entertainment Inc)
Conditions to Obligations of the Sellers. The obligations obligation of the Sellers to consummate the transactions contemplated by this Agreement to occur at the Final Closing shall be subject to the fulfillment by the Buyer or written waiverwaiver by the Sellers, at or prior to the Final Closing, of each of the following conditions:
Appears in 4 contracts
Samples: Asset Purchase Agreement (Coca Cola Bottling Co Consolidated /De/), Asset Purchase Agreement (Coca Cola Bottling Co Consolidated /De/), Asset Purchase Agreement (Coca Cola Bottling Co Consolidated /De/)
Conditions to Obligations of the Sellers. The obligations obligation of the Sellers to consummate the transactions contemplated by this Agreement to occur at the Initial Closing shall be subject to the fulfillment by the Buyer or written waiverwaiver by the Sellers, at or prior to the Initial Closing, of each of the following conditions:
Appears in 4 contracts
Samples: Asset Purchase Agreement (Coca Cola Bottling Co Consolidated /De/), Asset Purchase Agreement (Coca Cola Bottling Co Consolidated /De/), Asset Purchase Agreement (Coca Cola Bottling Co Consolidated /De/)
Conditions to Obligations of the Sellers. The obligations of the Sellers 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 Companies in its sole discretion:
Appears in 4 contracts
Samples: Securities Purchase Agreement (P10, Inc.), Securities Purchase Agreement (P10, Inc.), Securities Purchase Agreement (P10, Inc.)
Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiverwaiver by the Sellers, at or prior to the Closing, of each of the following conditions:
Appears in 4 contracts
Samples: Asset Purchase Agreement (American CareSource Holdings, Inc.), Asset Purchase Agreement (Ocwen Financial Corp), Stock Purchase Agreement (Claxson Interactive Group Inc)
Conditions to Obligations of the Sellers. The obligations of the Sellers 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 Sellers:
Appears in 3 contracts
Samples: Equipment Acquisition Agreement (Can B Corp), Equipment Acquisition Agreement (Can B Corp), Asset Purchase Agreement (Lifeline Systems Inc)
Conditions to Obligations of the Sellers. The obligations of the 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 3 contracts
Samples: Purchase and Sale Agreement (Nationwide Health Properties Inc), Asset Purchase Agreement (Cellnet Data Systems Inc), Stock Purchase Agreement (Lincoln Educational Services Corp)
Conditions to Obligations of the Sellers. The obligations of the Sellers each 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 3 contracts
Samples: Share Purchase Agreement (Solar Power, Inc.), Share Purchase Agreement (Comverse Technology Inc/Ny/), Share Purchase Agreement (Iis Intelligent Information Systems LTD)
Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment satisfaction or written waiver, at or prior to the Closing, of each of the following conditions:
Appears in 3 contracts
Samples: Stock Purchase Agreement (Club Corp International), Stock Purchase Agreement (Club Corp International), Stock Purchase Agreement (Meditrust Corp)
Conditions to Obligations of the Sellers. The obligations obligation of the Sellers 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 2 contracts
Samples: Stock Purchase Agreement (Dolan Charles F), Stock Purchase Agreement (Dolan Charles F)
Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the Purchase and Sale and the other transactions contemplated by this Agreement shall be subject to the satisfaction, fulfillment or written waiverwaiver by the Shareholders’ Representative, at or prior to the Closing, of each of the following conditions:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Flowers Foods Inc), Stock Purchase Agreement (Flowers Foods Inc)
Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiverwaiver of the Sellers Representative, at or prior to the Closing, of each of the following conditions:
Appears in 2 contracts
Samples: Stock Purchase Agreement (PAE Inc), Stock Purchase Agreement (PAE Inc)
Conditions to Obligations of the Sellers. The All obligations of the Sellers 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 Sellers, at or prior to the ClosingClosing Date, of each of the following conditionsconditions precedent:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Fuqua Enterprises Inc), Stock Purchase and Redemption Agreement (SFX Entertainment Inc)
Conditions to Obligations of the Sellers. The obligations of the Sellers 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, Closing of each of the following additional conditions, any of which, if not fulfilled may be waived by the Sellers in their sole discretion:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Next Group Holdings, Inc.), Stock Purchase Agreement (Next Group Holdings, Inc.)
Conditions to Obligations of the Sellers. The Each and all of the obligations of the Sellers 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, of each Closing of the following conditions, except to the extent that the Sellers may waive one or more thereof:
Appears in 2 contracts
Samples: Interest Purchase Agreement (Intercloud Systems, Inc.), Purchase Agreement (Intercloud Systems, Inc.)
Conditions to Obligations of the Sellers. 7.2.1 The Sellers' obligations of the Sellers to consummate this Agreement and the transactions contemplated by this Agreement shall be hereby is subject to the fulfillment or written waiverfulfillment, at or prior to or at the First Closing, of each of the following conditionsconditions precedent:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Segue Software Inc), Asset Purchase Agreement (Segue Software Inc)
Conditions to Obligations of the Sellers. The In addition to the conditions specified in Section 7.1, the obligations of the Sellers 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: Asset Purchase Agreement (Delek Logistics Partners, LP), Asset Purchase Agreement (Delek US Holdings, Inc.)
Conditions to Obligations of the Sellers. The obligations obligation of the Sellers to consummate the transactions contemplated by this Agreement to occur at each Interim Closing shall be subject to the fulfillment by the Buyer or written waiverwaiver by the Sellers, at or prior to the applicable Interim Closing, of each of the following conditions:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Coca Cola Bottling Co Consolidated /De/), Asset Purchase Agreement (Coca Cola Bottling Co Consolidated /De/)
Conditions to Obligations of the Sellers. The obligations of the Sellers 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 Sellers:
Appears in 2 contracts
Samples: Asset Purchase Agreement (West Coast Entertainment Corp), Asset Purchase Agreement (West Coast Entertainment Corp)
Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiverwaiver (where permissible), at or prior to the Closing, of each of the following conditions:
Appears in 2 contracts
Samples: Note Purchase Agreement (Expedia Inc), Note Purchase Agreement (Classic Vacation Group Inc)
Conditions to Obligations of the Sellers. The obligations of the Sellers 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 Sellers in their sole discretion:
Appears in 2 contracts
Samples: Purchase Agreement (Fortress Investment Group LLC), Purchase Agreement (Fortress Investment Group LLC)
Conditions to Obligations of the Sellers. The obligations obligation of the Sellers to consummate effect the transactions contemplated by this Agreement shall be hereby is also subject to the fulfillment or written waiverwaiver by Seller, at or prior to the Closing, Closing of each of the following conditions:
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (PNC Financial Services Group Inc)
Conditions to Obligations of the Sellers. The Notwithstanding anything in this Agreement to the contrary, the obligations of the Sellers to consummate effect the transactions contemplated by this Agreement shall herein will be subject to the fulfillment or written waiver, satisfaction at or prior to the Closing, Closing of each of the following conditions:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Clarion Technologies Inc/De/), Stock Purchase Agreement (Clarion Technologies Inc/De/)
Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions contemplated by this Agreement Transactions shall be subject to the fulfillment or written waiverwaiver by the Sellers, at or prior to the Closing, of each of the following conditions:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Pope & Talbot Inc /De/), Asset Purchase Agreement (Pope & Talbot Inc /De/)
Conditions to Obligations of the Sellers. The obligations of the Sellers 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 2 contracts
Samples: Purchase Agreement (Earthcare Co), Purchase Agreement (Earthcare Co)
Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written the Sellers’ waiver, at or prior to the Closing, of each of the following conditions:
Appears in 2 contracts
Samples: Acquisition Agreement (Urban-Gro, Inc.), Securities Purchase Agreement (Townsquare Media, Inc.)
Conditions to Obligations of the Sellers. The obligations of each of the Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiverwaiver (to the extent permitted by applicable Laws), at or prior to the Closing, of each of the following conditions:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Perry Ellis International Inc), Asset Purchase Agreement (Tropical Sportswear International Corp)
Conditions to Obligations of the Sellers. The obligations of the Sellers 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 conditions:conditions precedent, each of which may be waived in writing in the sole discretion of the Sellers.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Airport Systems International Inc), Purchase Agreement (Ski Lifts Inc)
Conditions to Obligations of the Sellers. The obligations obligation of the Sellers to consummate the transactions contemplated by this Agreement hereby shall be subject to the fulfillment or written waiver, at fulfilment on or prior to the Closing, of each Closing Date of the following conditions, any of which may be waived by the Sellers:
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Progressive Care Inc.), Membership Interest Purchase Agreement
Conditions to Obligations of the Sellers. The All of the obligations of the Sellers 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 of each of the following conditions, any of which may be waived in writing by the Seller Representative in its sole discretion:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Compucredit Corp), Asset Purchase Agreement (Compucredit Corp)
Conditions to Obligations of the Sellers. The obligations of the Sellers 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:conditions (either of which may be waived by written waiver of the Sellers):
Appears in 1 contract
Samples: Purchase Agreement (Forterra, Inc.)
Conditions to Obligations of the Sellers. The obligations obligation of the Sellers 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:conditions (any of which may be waived by the Sellers, in whole or in part):
Appears in 1 contract
Conditions to Obligations of the Sellers. The obligations obligation of the ---------------------------------------- Sellers 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 1 contract
Samples: Acquisition Agreement (Intermedia Communications of Florida Inc)
Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions contemplated by this Agreement hereby shall be subject to the fulfillment or written waiver, at or prior to the Closing, Closing of each of the following additional conditions:
Appears in 1 contract
Samples: Stock Purchase Agreement (CNF Inc)
Conditions to Obligations of the Sellers. The obligations of the Sellers each 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 Sellers in their sole discretion:
Appears in 1 contract
Samples: Purchase and Sale Agreement (Interstate Hotels & Resorts Inc)
Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions contemplated by this Agreement shall be are subject to the fulfillment satisfaction or written waiver, waiver (if permitted by applicable Law) at or prior to the Closing, Closing of each of the following conditions:
Appears in 1 contract
Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment fulfilment, or written the Sellers’ waiver, at or prior to the Closing, of each of the following conditions:conditions set forth in this Section 10.4.
Appears in 1 contract
Samples: Securities Purchase Agreement (Sensata Technologies Holding PLC)
Conditions to Obligations of the Sellers. The obligations obligation of the Sellers 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 Sellers in their sole discretion:
Appears in 1 contract
Conditions to Obligations of the Sellers. The Each and all of the obligations of the Sellers 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, of each Closing of the following conditions, except to the extent that the Sellers may waive one or more thereof in its sole discretion:
Appears in 1 contract
Samples: Stock Purchase Agreement (Intercloud Systems, Inc.)
Conditions to Obligations of the Sellers. The obligations of the Sellers 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 Sellers:
Appears in 1 contract
Conditions to Obligations of the Sellers. The obligations obligation of the Sellers 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, any of which may be waived in writing, to the extent permitted by Law, by the Sellers in their sole discretion:
Appears in 1 contract
Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, satisfaction at or prior to the Closing, of each Closing Date of the following conditions:, which may be waived, in writing, exclusively by the Sellers.
Appears in 1 contract
Samples: Purchase Agreement (RR Media Ltd.)
Conditions to Obligations of the Sellers. The obligations of the Sellers 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 Sellers’ Representative in its sole discretion:
Appears in 1 contract
Samples: Stock Purchase Agreement (Applied Micro Circuits Corp)
Conditions to Obligations of the Sellers. The obligations obligation of the Sellers to consummate the transactions contemplated by this Agreement shall be is expressly subject to the fulfillment or express written waiver, at waiver of the following conditions on or prior to the Closing, of each of the following conditionsClosing Date:
Appears in 1 contract
Conditions to Obligations of the Sellers. The Unless waived, in whole or in part, in writing by the Sellers, the obligations of the Sellers to consummate effect the consummation of the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to or at the Closing, Closing of each of the following conditions:
Appears in 1 contract
Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions contemplated by under this Agreement shall be are subject to the fulfillment or written waiver, at and satisfaction of each and every of the following conditions on or prior to the Closing, any or all of each of which may be waived in whole or in part by the following conditionsSellers:
Appears in 1 contract
Samples: Acquisition Agreement (Equifax Inc)
Conditions to Obligations of the Sellers. The obligations obligation of the Sellers and the Selling Shareholders to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment at or written waiverprior to the Closing of each of the following conditions, unless such condition is specifically waived by Purchaser in writing at or prior to the Closing, of each of the following conditions:
Appears in 1 contract
Samples: Asset/Stock Purchase Agreement (Aerobic Creations, Inc.)
Conditions to Obligations of the Sellers. The obligations of the Sellers 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
Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiverwaiver by the Sellers in their sole discretion, at or prior to the Closing, of each of the following conditions:
Appears in 1 contract
Conditions to Obligations of the Sellers. The obligations of each of the Sellers to consummate the transactions contemplated by this Agreement shall sha ll 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 and Asset Purchase Agreement
Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiverwaiver (to the extent permitted), at or prior to the Closing, of each of the following conditions:
Appears in 1 contract
Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions contemplated by this Agreement shall be are, at their option, subject to the fulfillment or written waiversatisfaction, at or prior to the Closing, of each of the following conditions:
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Virtual Radiologic CORP)
Conditions to Obligations of the Sellers. The obligations obligation of the Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiverwaiver by the Sellers in writing in their sole discretion, at or prior to the Closing, of each of the following conditions:
Appears in 1 contract
Samples: Stock Purchase Agreement (Rli Corp)
Conditions to Obligations of the Sellers. The obligations of the Sellers each 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: Purchase Agreement (Carematrix Corp)
Conditions to Obligations of the Sellers. The ---------------------------------------- obligations of the Sellers each 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 1 contract
Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions contemplated by this Agreement shall be are subject to the fulfillment or written waiverfulfillment, unless waived in writing at the sole option of the Agent, at or prior to the ClosingClosing Date, of each of the following conditionsconditions precedent:
Appears in 1 contract
Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions contemplated by this Agreement shall will be subject to the fulfillment or written waiverby Buyer, at or prior to the Closing, of each of the following conditions:conditions (unless waived in writing by the Sellers’ Representative):
Appears in 1 contract
Conditions to Obligations of the Sellers. The obligations obligation of each of the Sellers to consummate the transactions contemplated by this Agreement shall be and the Ancillary Agreements is subject to the fulfillment (or written waiverwaiver by the Sellers' Representative), at or prior to or at the Closing, of each of the following conditions:
Appears in 1 contract
Conditions to Obligations of the Sellers. The obligations of the Sellers 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, of each Closing of the following conditions:
Appears in 1 contract
Conditions to Obligations of the Sellers. The obligations of the Sellers to effect the Purchase and to consummate the transactions contemplated by this Agreement other Transactions shall be subject to the fulfillment satisfaction or written waiverwaiver (where permissible under Legal Requirements), at or prior to the Closing, of each of the following conditions:
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Lions Gate Entertainment Corp /Cn/)
Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, satisfaction at or prior to the Closing, Closing of each of the following conditions, any of which may be waived, in writing, exclusively by the Sellers:
Appears in 1 contract
Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiverfulfillment, at or prior to the each Closing, of each of the following conditions:
Appears in 1 contract
Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to or at the Closing, of each of the following conditions:
(a) the Company shall have paid all of its own costs and expenses associated with this Agreement and the transactions contemplated herein;
(b) the Company shall have received all of the regulatory, shareholder and other third party consents, permits, approvals and authorizations necessary to consummate the transactions contemplated by this Agreement;
Appears in 1 contract
Conditions to Obligations of the Sellers. The obligations of the Sellers 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 Sellers in their sole discretion:
Appears in 1 contract
Conditions to Obligations of the Sellers. The obligations of the Sellers each 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, Closing of each of the following additional conditions:
Appears in 1 contract
Samples: Purchase Agreement (University General Health System, Inc.)
Conditions to Obligations of the Sellers. The obligations obligation of the Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiverwaiver by the Sellers, at or prior to the Closing, of each of the following conditions:
Appears in 1 contract
Samples: Stock Purchase Agreement (Ge Financial Assurances Holdings Inc)
Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment fulfillment, or written waiverwaiver by the Sellers (in their sole discretion), at or prior to the Closing, of each of the following conditions:
Appears in 1 contract
Samples: Stock Purchase Agreement (Gibraltar Industries, Inc.)
Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions contemplated by this Agreement shall be are subject to the satisfaction or fulfillment or written waiver, at or prior to the Closing, of each Closing of the following conditions, any of which may be waived in whole or in part by the Sellers in writing:
(a) All representations and warranties of the Purchaser contained in this Agreement shall be true and correct in all material respects at and as of the Closing with the same effect as though such representations and warranties were made at and as of the Closing (other
Appears in 1 contract
Samples: Asset Purchase Agreement (Transwestern Holdings Lp)
Conditions to Obligations of the Sellers. The obligations of the Sellers and Pivotal 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
Conditions to Obligations of the Sellers. The obligations obligation of the Sellers to consummate the transactions contemplated by this Agreement shall be is subject to the fulfillment satisfaction or written waiver, at or prior to Step 2 Closing or Step 3 Closing by the ClosingSellers, of each of the following conditions:
Appears in 1 contract
Samples: Stock Purchase Agreement (Japan NK Investment K.K.)
Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions contemplated by under 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 Company and the Sellers).
Appears in 1 contract
Samples: Securities Purchase Agreement (Black Creek Management LLC)
Conditions to Obligations of the Sellers. The obligations of the Sellers 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 conditionsconditions in all material respects:
Appears in 1 contract
Samples: Stock Purchase Agreement (New England Acquisitions Inc)
Conditions to Obligations of the Sellers. The obligations of the Sellers 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 Sellers Representative in its sole discretion:
Appears in 1 contract
Samples: Securities Purchase Agreement (Patterson Uti Energy Inc)
Conditions to Obligations of the Sellers. The Subject to the proviso in Section 10.01(b), the obligations of the Sellers 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 1 contract
Samples: Stock and Asset Purchase Agreement (Century Aluminum Co)
Conditions to Obligations of the Sellers. The obligations of the Sellers 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 Sellers in their sole discretion: (a)
Appears in 1 contract
Samples: Purchase Agreement
Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions contemplated by this Agreement shall also be subject to the fulfillment or written waiverfulfillment, at or prior to the Closing, of each of the following conditionsconditions in this Section 7.2, any of which may be waived in writing by the Sellers in their sole discretions:
Appears in 1 contract
Conditions to Obligations of the Sellers. The obligations obligation of the Sellers to consummate the transactions contemplated by this Agreement to occur at the Interim Closing shall be subject to the fulfillment by the Buyer or written waiverwaiver by the Sellers, at or prior to the Interim Closing, of each of the following conditions:
Appears in 1 contract
Samples: Asset Purchase Agreement (Coca Cola Bottling Co Consolidated /De/)
Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment satisfaction or written waiver, at waiver as of or prior to the Closing, Closing Date of each of the following conditions:
Appears in 1 contract
Samples: Merger Agreement (Theglobe Com Inc)
Conditions to Obligations of the Sellers. The obligations of the Sellers 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, of each Closing of the following conditions:: 9.1
Appears in 1 contract
Samples: Asset Purchase Agreement (Inso Corp)
Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions contemplated by this Agreement shall be are subject to the fulfillment satisfaction or written waiver, waiver (if permitted by applicable Law) at or prior to the Closing, of each of the following conditions:
Appears in 1 contract
Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions contemplated by under this Agreement shall be are subject to the fulfillment or written waiverfulfillment, at or prior to the Share Closing, of each of the following conditionsadditional conditions precedent:
Appears in 1 contract
Samples: Stock Purchase Agreement (Alexion Pharmaceuticals Inc)
Conditions to Obligations of the Sellers. The obligations of the Sellers 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 Sellers in their sole discretion: (a) The representations and warranties of the Buyers contained in Article V shall be true and correct in all material respects both when made and as of the Closing Date.
Appears in 1 contract
Conditions to Obligations of the Sellers. The obligations of the Sellers Each Seller’s obligation to consummate this Agreement and the transactions contemplated by this Agreement shall be hereby is subject to the fulfillment (or written waiverwaiver by such Seller), at or prior to or at the Closing, of each of the following conditions:
Appears in 1 contract
Samples: Purchase Agreement (Ener1 Inc)
Conditions to Obligations of the Sellers. The obligations obligation of the Sellers 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 commercially reasonable efforts to cause to be fulfilled:
Appears in 1 contract
Samples: Purchase Agreement (Sirva Inc)
Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate this Agreement and the transactions contemplated by this Agreement shall be hereby are subject to the fulfillment (or written waiverwaiver by the Company), at or prior to or at the Closing, of each of the following conditionsconditions precedent:
Appears in 1 contract
Samples: Asset Purchase Agreement (Boston Private Financial Holdings Inc)
Conditions to Obligations of the Sellers. The obligations of the Sellers 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 conditions:conditions precedent, each of which may be waived in writing by the Sellers’ Representative (which waiver shall be binding upon each Seller):
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Fti Consulting Inc)
Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions contemplated by this Agreement also shall be subject to the fulfillment or written waiverfulfillment, at or prior to the Closing, of each of the following additional conditions:
Appears in 1 contract
Samples: Asset Contribution and Purchase Agreement (Allegheny Energy Supply Co LLC)
Conditions to Obligations of the Sellers. The Notwithstanding any other provision of this Agreement, the obligations of the Sellers to consummate the transactions contemplated by this Agreement shall be are subject to the fulfillment satisfaction, or written waiverthe Sellers' waiver in writing, at on or prior to before the Closing, Closing Date of each of the following conditions:
Appears in 1 contract
Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions contemplated by this Agreement Acquisition 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 (Lincoln Educational Services Corp)
Conditions to Obligations of the Sellers. The obligations of the Sellers 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 Sellers Representative in his or her sole discretion:
Appears in 1 contract
Conditions to Obligations of the Sellers. The obligations obligation of the Sellers to consummate the transactions transaction contemplated by under this Agreement shall be subject to the fulfillment or written waiversatisfaction, at or prior to or at the Closing, of each of the following conditionsconditions precedent:
Appears in 1 contract
Samples: Asset Purchase Agreement (Genesis Healthcare, Inc.)
Conditions to Obligations of the Sellers. The obligations obligation of the Company and the Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, (unless waived by the Sellers) at or prior to the Closing, of each Closing of the following additional conditions:
Appears in 1 contract
Samples: Stock Purchase Agreement (Inverness Medical Innovations Inc)
Conditions to Obligations of the Sellers. The obligations of the Sellers to consummate the transactions contemplated by under this Agreement shall be are subject to the fulfillment or written waiver, at or prior to the Closing, Closing of each of the following conditions:.
Appears in 1 contract
Conditions to Obligations of the Sellers. The obligations of the Sellers 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: Purchase Agreement (Bally Total Fitness Holding Corp)