Conditions to Seller’s Obligation to Close. The obligations of Sellers to effect the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver on or prior to the Closing of all of the following conditions:
Appears in 6 contracts
Samples: Purchase and Sale Agreement (Alkermes Plc.), Purchase and Sale Agreement (Ambipar Emergency Response), Purchase and Sale Agreement (Ambipar Emergency Response)
Conditions to Seller’s Obligation to Close. The Sellers’ obligations of Sellers to effect consummate the transactions Closing and to take the other actions contemplated by this Agreement shall be at Closing is subject to the satisfaction or (to the extent permitted by applicable Law) the waiver on by each of Sellers, in their sole and absolute discretion, at or prior to the Closing Closing, of all each of the following conditions:conditions set forth in this Article 9.
Appears in 4 contracts
Samples: Interest Purchase Agreement, Interest Purchase Agreement (Erp Operating LTD Partnership), Interest Purchase Agreement (Lehman Brothers Holdings Inc)
Conditions to Seller’s Obligation to Close. The obligations of Sellers Seller to effect consummate the transactions contemplated by this Agreement on the Closing Date shall be subject to the satisfaction or waiver on or prior to the Closing of all each of the following conditions:conditions set forth in this SECTION 10, unless waived by Seller.
Appears in 4 contracts
Samples: Purchase and Sale Agreement (Sports Club Co Inc), Agreement of Purchase and Sale (Sports Club Co Inc), Agreement of Purchase and Sale (Sports Club Co Inc)
Conditions to Seller’s Obligation to Close. The obligations of Sellers Seller’s obligation to effect the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver on or prior to the Closing Date of all of the following conditions:
Appears in 4 contracts
Samples: Equity and Asset Purchase Agreement (Colfax CORP), Asset Purchase Agreement (Teradata Corp /De/), Transaction Agreement (Ameren Energy Generating Co)
Conditions to Seller’s Obligation to Close. The obligations obligation of Sellers to effect the transactions contemplated by Seller under this Agreement shall be to consummate the Closing is subject to the satisfaction or waiver on or prior to as of the Closing closing of all each of the following conditions:
Appears in 4 contracts
Samples: Sale Agreement (America First Apartment Investors Inc), Sale Agreement (America First Apartment Investors Inc), Assignment and Assumption of Agreement for Purchase and Sale of Property (Boston Capital Real Estate Investment Trust Inc)
Conditions to Seller’s Obligation to Close. The obligations obligation of Sellers Seller to effect consummate the transactions contemplated by this Agreement shall be subject to the satisfaction (or waiver on in writing by Seller), at or prior to the Closing Closing, of all each of the following conditions:
Appears in 3 contracts
Samples: Membership Interest Purchase Agreement (NGL Energy Partners LP), Membership Interest Purchase Agreement (NGL Energy Partners LP), Asset Purchase Agreement (TransMontaigne Partners L.P.)
Conditions to Seller’s Obligation to Close. The obligations of Sellers to effect the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver on or prior to the Closing Date of all of the following conditions:
Appears in 3 contracts
Samples: Purchase and Sale Agreement (SunOpta Inc.), Purchase and Sale Agreement (McGraw-Hill Global Education LLC), Purchase and Sale Agreement (Waste Connections, Inc.)
Conditions to Seller’s Obligation to Close. The obligations obligation of Sellers the Seller to effect consummate the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver on or and fulfillment, prior to and on the Closing of all Date, of the following conditionsexpress conditions precedent:
Appears in 3 contracts
Samples: Asset Purchase Agreement (Arts Way Manufacturing Co Inc), Asset Purchase Agreement (Arts Way Manufacturing Co Inc), Asset Purchase Agreement (Geographics Inc)
Conditions to Seller’s Obligation to Close. The obligations of Sellers Seller’s obligation to effect consummate the transactions contemplated by this Agreement shall be hereby is subject to the satisfaction or waiver on or prior to the Closing of all Date of the following conditions:
(a) Purchaser shall have performed in all material respects all of the covenants and agreements required to be performed by it under this Agreement at or prior to the Closing.
(b) Purchaser shall have delivered to Seller the Initial Cash Consideration Payment set forth in Section 2.4(a).
Appears in 3 contracts
Samples: Patent Purchase Agreement (Spherix Inc), Patent Purchase Agreement (Spherix Inc), Patent Purchase Agreement (Spherix Inc)
Conditions to Seller’s Obligation to Close. The obligations of Sellers Seller’s obligation to effect the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver on at or prior to the Closing of all of the following additional conditions:
Appears in 3 contracts
Samples: Asset Purchase Agreement (Elutia Inc.), Asset Purchase Agreement (Amgen Inc), Asset Purchase Agreement (Celgene Corp /De/)
Conditions to Seller’s Obligation to Close. The obligations of Sellers Seller to effect consummate the transactions contemplated by this Agreement shall Transactions will be subject to the satisfaction or waiver satisfaction, on or prior to the Closing Date, of all each of the following conditions, any of which may be waived by Seller in writing:
Appears in 3 contracts
Samples: Asset Purchase Agreement (Aastrom Biosciences Inc), Asset Purchase Agreement (Laboratory Corp of America Holdings), Asset Purchase Agreement (Genzyme Corp)
Conditions to Seller’s Obligation to Close. The obligations of Sellers Sellers' obligation to effect consummate the transactions contemplated by this Agreement shall be hereby with respect to any applicable Closing is subject to the satisfaction or waiver on or prior to the each Closing Date (unless otherwise provided below) of all each of the following conditions, any or all of which may be waived in whole or in part by Sellers:
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Grupo Iusacell Celular Sa De Cv), Purchase and Sale Agreement (Grupo Iusacell Sa De Cv)
Conditions to Seller’s Obligation to Close. The obligations obligation of Sellers Seller to effect consummate the transactions contemplated by this Agreement shall be subject to the satisfaction (or waiver on by Seller), at or prior to the Closing Closing, of all each of the following conditions:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Western Refining, Inc.), Asset Purchase Agreement (Western Refining, Inc.)
Conditions to Seller’s Obligation to Close. The obligations of Sellers Seller to effect consummate the transactions contemplated by this Agreement shall be are subject to the satisfaction or waiver on or prior to the Closing Date of all of the following conditions, any one or more of which may be waived by Seller in writing:
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Biotime Inc)
Conditions to Seller’s Obligation to Close. The obligations of Sellers Seller to effect consummate the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver on by Seller, at or prior to the Closing of all Closing, of the following conditions:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Sito Mobile, Ltd.), Asset Purchase Agreement (American Media Inc)
Conditions to Seller’s Obligation to Close. The obligations of Sellers Seller to effect consummate the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver on or prior to the Closing Date of all of the following conditions:
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Sears Holdings Corp), Purchase and Sale Agreement (Cardinal Health Inc)
Conditions to Seller’s Obligation to Close. The obligations of Sellers to effect the transactions contemplated by Seller under this Agreement shall be are subject to the satisfaction fulfillment, at or waiver on or prior to before the Closing of all Closing, of the following conditions:conditions (which may be waived in whole or in part by Seller in its sole discretion):
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Fortress Net Lease REIT), Purchase and Sale Agreement (Cole Credit Property Trust V, Inc.)
Conditions to Seller’s Obligation to Close. The obligations of Sellers Seller's obligation to effect consummate the transactions contemplated by this Agreement shall be at the Closing is subject to the satisfaction or waiver on or prior to the Closing of all completion of the following conditionsfollowing:
Appears in 2 contracts
Samples: Internet Domain Name Assignment Agreement (Wizard World, Inc.), Internet Domain Name Assignment Agreement (Wizard World, Inc.)
Conditions to Seller’s Obligation to Close. The obligations obligation of Sellers the Seller to effect the transactions contemplated by complete Closing under this Agreement shall be is subject to the satisfaction or waiver on or prior fulfillment to the Closing of all of the following conditions:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Case Stephen M), Stock Purchase Agreement (Harry Weinberg Family Foundation Inc)
Conditions to Seller’s Obligation to Close. The obligations of Sellers Seller's obligation to effect consummate the transactions contemplated by this Agreement shall be is subject to the satisfaction or waiver on or prior to the Closing Date, or waiver by Seller, of all of the following conditions:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Richfood Holdings Inc), Asset Purchase Agreement (Ceridian Corp)
Conditions to Seller’s Obligation to Close. The obligations of Sellers to effect consummate the transactions contemplated by this Agreement Sale shall be subject to the satisfaction or waiver on or prior to the Closing Date of all of the following conditions:
Appears in 2 contracts
Samples: Interests Purchase Agreement (Tegna Inc), Interests Purchase Agreement (McClatchy Co)
Conditions to Seller’s Obligation to Close. The obligations of Sellers the Seller to effect consummate the transactions contemplated by under this Agreement shall be are subject to the satisfaction satisfaction, before or waiver on or prior to the Closing Date, of all each of the following conditionsconditions set forth below in this Section 7.1, any of which may be waived by the Seller:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Summit Semiconductor Inc.), Asset Purchase Agreement (Focus Enhancements Inc)
Conditions to Seller’s Obligation to Close. The obligations of Sellers to effect consummate the transactions contemplated by this Agreement Transaction shall be subject to the satisfaction or waiver satisfaction, on or prior to the Closing Date, of all each of the following conditions, any of which may be waived by Sellers in writing:
Appears in 2 contracts
Samples: Share Purchase Agreement (Smith Micro Software Inc), Securities Purchase Agreement (Clean Energy Fuels Corp.)
Conditions to Seller’s Obligation to Close. The obligations of Sellers Seller to effect the transactions contemplated by this Agreement Closing shall be subject to the satisfaction or waiver on at or prior to the Closing of all of the following conditions, any one or more of which may be waived by Seller:
Appears in 2 contracts
Samples: Real Estate Purchase Agreement (Material Sciences Corp), Asset Purchase Agreement (Material Sciences Corp)
Conditions to Seller’s Obligation to Close. The obligations of Sellers the Selling Parties to effect consummate the transactions contemplated by this Agreement Transaction shall be subject to the satisfaction or waiver satisfaction, on or prior to the Closing Date, of all each of the following conditions, any of which may be waived by Seller in writing:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Insignia Solutions PLC), Asset Purchase Agreement (Smith Micro Software Inc)
Conditions to Seller’s Obligation to Close. The obligations of Sellers each Seller pursuant to effect the transactions contemplated by this Agreement shall be are subject to the satisfaction following conditions having been met, or waiver on waived in writing by Sellers, at or prior to the Closing of all of the following conditionsDate:
Appears in 1 contract
Conditions to Seller’s Obligation to Close. The obligations of Sellers Seller to effect consummate the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver on at or prior to the Closing of all of the following conditions:
Appears in 1 contract
Samples: Stock Purchase Agreement (Limelight Networks, Inc.)
Conditions to Seller’s Obligation to Close. The obligations obligation of Sellers to effect the transactions contemplated by this Agreement hereby shall be subject to the satisfaction or waiver (by both Sellers) on or prior to the Closing Date of all of the following conditions:
Appears in 1 contract
Conditions to Seller’s Obligation to Close. The obligations of Sellers Sellers’ obligation to effect consummate the transactions contemplated by under this Agreement shall and to take the other actions required to be taken by the Sellers at the Closing is subject to the satisfaction or waiver on satisfaction, at or prior to the Closing Closing, of all each of the following conditions:
Appears in 1 contract
Conditions to Seller’s Obligation to Close. The obligations obligation of Sellers to effect the transactions contemplated by close under this Agreement shall be is subject to the satisfaction or waiver fulfillment on or prior to the Closing Date of all each of the following conditions (except to the extent that Sellers shall have hereafter agreed in writing to waive one or more of such conditions:):
Appears in 1 contract
Conditions to Seller’s Obligation to Close. The obligations obligation of Sellers to effect consummate the transactions contemplated to be performed by this Agreement shall be them in connection with Closing is subject to satisfaction of the satisfaction or waiver on following conditions at or prior to Closing (collectively, "Seller's Conditions"), and together with the Joint Conditions and Buyer's Conditions, the "Closing of all of the following conditions:Conditions"):
Appears in 1 contract
Samples: Membership Interest and Stock Purchase Agreement (Vireo Health International, Inc.)
Conditions to Seller’s Obligation to Close. The obligations obligation of the Sellers to effect consummate the transactions contemplated by this Agreement shall be subject is subject, at the option of each Seller, to the satisfaction or waiver on or prior to the Closing of all of the following conditions:conditions (collectively, the "Sellers' Closing Conditions"):
Appears in 1 contract
Samples: Asset Purchase Agreement (TNPC Inc)
Conditions to Seller’s Obligation to Close. The obligations of Sellers Seller’s obligation to effect consummate the transactions contemplated by this Agreement shall be are subject to the satisfaction or waiver on or prior to the Closing Date of all of the following conditions:
Appears in 1 contract
Conditions to Seller’s Obligation to Close. The obligations of Sellers Seller’s obligation to effect the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver on or prior to the Closing Date of all of the following conditions:conditions (it being understood and agreed that no such waiver of any condition set forth herein shall constitute a waiver of any rights or remedies that Buyer may have under this Agreement with respect to the facts and circumstances giving rise to the failure of such condition to be satisfied):
Appears in 1 contract
Conditions to Seller’s Obligation to Close. The obligations of Sellers the Selling Parties to effect consummate the transactions contemplated by this Agreement Transactions shall be subject to the satisfaction or waiver satisfaction, on or prior to the Closing Date, of all each of the following conditions:, any of which may be waived by Seller in writing: (a)
Appears in 1 contract
Conditions to Seller’s Obligation to Close. The obligations of Sellers to effect the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver on or prior to the Closing Date of all of the following conditions:
Appears in 1 contract
Samples: Purchase and Sale Agreement (McGraw-Hill Companies Inc)
Conditions to Seller’s Obligation to Close. The obligations of Sellers the Selling Parties to effect consummate the transactions contemplated by this Agreement Transactions shall be subject to the satisfaction or waiver satisfaction, on or prior to the Closing Date, of all each of the following conditions, any of which may be waived by Seller in writing:
Appears in 1 contract
Conditions to Seller’s Obligation to Close. The obligations of Sellers Seller to effect the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver on or prior to the Closing Date of all of the following conditions:
Appears in 1 contract
Conditions to Seller’s Obligation to Close. The obligations of the Sellers to effect consummate the transactions contemplated by this Agreement shall will be subject to the satisfaction or waiver satisfaction, on or prior to the Closing Date, of all each of the following conditions, any of which may be waived by the Sellers in writing:
Appears in 1 contract
Conditions to Seller’s Obligation to Close. The obligations of Sellers to effect consummate the transactions contemplated by this Agreement shall be are subject to the satisfaction fulfillment on or before the Closing Date or waiver on or prior to the Closing thereof of all each of the following conditions:
Appears in 1 contract
Conditions to Seller’s Obligation to Close. The SELLER'S obligations of Sellers to effect consummate the transactions contemplated by this Agreement shall be at the Closing are subject to the satisfaction or waiver on or prior to the Closing of all completion of the following conditionsfollowing:
Appears in 1 contract
Samples: Domain Name Assignment Agreement (Mortgage Com Inc)
Conditions to Seller’s Obligation to Close. The obligations of Sellers to effect consummate the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver satisfaction, on or prior to the Closing Date, of all each of the following conditions, any of which may be waived by Sellers in writing:
Appears in 1 contract
Samples: Stock Purchase Agreement (Gibraltar Industries, Inc.)
Conditions to Seller’s Obligation to Close. The obligations obligation of Sellers Seller and Shareholder to effect the transactions contemplated by consummate this Agreement shall be and the Collateral Agreements is subject to the satisfaction or waiver on or prior to the Closing of all of the following conditions, unless waived by Seller and Shareholder:
Appears in 1 contract
Samples: Asset Purchase Agreement (Atlantic Express Transportation Corp)
Conditions to Seller’s Obligation to Close. The obligations of the Sellers to effect the transactions contemplated by this Agreement Sale shall be subject to the satisfaction or waiver on at or prior to the Closing of all of the following conditions:
Appears in 1 contract
Samples: Purchase and Sale Agreement (Osmotica Pharmaceuticals PLC)
Conditions to Seller’s Obligation to Close. The obligations obligation of the Sellers to effect transfer, assign, and deliver the transactions contemplated by Acquired Purchase Contracts to the Buyers pursuant to this Agreement shall be is subject to the satisfaction or waiver on or prior to the Closing (unless waived in writing by Sellers) of all each of the following conditions:conditions at and as of the Closing.
Appears in 1 contract
Conditions to Seller’s Obligation to Close. The SELLER’s obligations of Sellers to effect consummate the transactions contemplated by this Agreement shall be at the Closing are subject to the satisfaction or waiver on or prior to the Closing of all of the following conditions:
Appears in 1 contract
Samples: Purchase Agreement (Games Inc)
Conditions to Seller’s Obligation to Close. The obligations of Sellers to effect consummate the transactions contemplated by this Agreement Transactions at the Closing shall also be subject to the satisfaction or waiver by Sellers (to the extent permitted by applicable Law) on or prior to the Closing Date of all of the following conditions:
Appears in 1 contract
Conditions to Seller’s Obligation to Close. The obligations of Sellers Seller to effect the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver on at or prior to the Closing of all of the following conditions:
Appears in 1 contract
Conditions to Seller’s Obligation to Close. The obligations of Sellers to effect Co the transactions contemplated by this Agreement shall be are subject to the satisfaction fulfillment on or before the Closing Date or waiver on or prior to the Closing thereof of all each of the following conditions:
Appears in 1 contract
Samples: Asset Purchase Agreement (Maple Leaf Aerospace Inc)
Conditions to Seller’s Obligation to Close. The obligations of Sellers the Seller to effect consummate the transactions contemplated by this Agreement hereby shall be subject to the satisfaction or waiver satisfaction, on or prior to before the Closing of all Date, of the following conditions:
Appears in 1 contract
Samples: Asset Purchase Agreement (Robotic Vision Systems Inc)
