Conditions to Seller’s Obligations. Seller’s obligation to consummate the transactions contemplated by this Agreement are subject to the fulfillment (or written waiver by Seller), prior to or at the Closing, of all of the following conditions:
Appears in 15 contracts
Samples: Dealership Asset Purchase Agreement (LMP Automotive Holdings, Inc.), Dealership Asset Purchase Agreement (LMP Automotive Holdings, Inc.), Dealership Asset Purchase Agreement (LMP Automotive Holdings, Inc.)
Conditions to Seller’s Obligations. Seller’s obligation The obligations of Seller to consummate complete the transactions contemplated by in this Agreement are subject to the fulfillment (conditioned upon fulfillment, on or written waiver by Seller), prior to or at before the Closing, of all each of the following conditions:
Appears in 14 contracts
Samples: Purchase and Assumption Agreement (Green Bancorp, Inc.), Purchase and Assumption Agreement (First Bancorp /Pr/), Purchase and Assumption Agreement (Home Bancshares Inc)
Conditions to Seller’s Obligations. Seller’s obligation to consummate the transactions contemplated by All obligations of Seller under this Agreement are subject to the fulfillment (or written waiver by Seller)fulfillment, prior to or at the ClosingClosing Date, of all each of the following conditions:. Anyone or more of such conditions may be waived by Seller in writing.
Appears in 10 contracts
Samples: Purchase and Sale Agreement (Summit Healthcare REIT, Inc), Purchase and Sale Agreement (Summit Healthcare REIT, Inc), Purchase and Sale Agreement (Summit Healthcare REIT, Inc)
Conditions to Seller’s Obligations. Seller’s Each and every obligation to consummate the transactions contemplated by of Seller under this Agreement are to be performed on or prior to the Closing, shall be subject to the fulfillment (fulfillment, on or written waiver by Seller), prior to or at the Closing, of all each of the following conditionsconditions unless and to the extent any such condition is specifically waived in writing by Seller:
Appears in 9 contracts
Samples: Asset Purchase Agreement (Vornado Operating Co), Asset Purchase Agreement (Vornado Operating Co), Asset Purchase Agreement (Vornado Operating Co)
Conditions to Seller’s Obligations. Seller’s obligation The obligations of Seller to consummate the transactions contemplated by this Agreement Contemplated Transactions are subject to the fulfillment (at or written waiver by Seller), prior to or at the Closing, Closing of all each of the following conditions:conditions (any or all of which may be waived in whole or in part by Seller):
Appears in 7 contracts
Samples: Asset Purchase Agreement, Transaction Agreement (PSP Family of Funds), Transaction Agreement (Congressional Effect Family of Funds)
Conditions to Seller’s Obligations. Seller’s obligation to consummate the transactions contemplated by All obligations of Seller under this Agreement are subject to the fulfillment (or written waiver by Seller)fulfillment, prior to or at the Closing, of all each of the following conditions:
Appears in 7 contracts
Samples: Asset Purchase Agreement (Sanmina Corp/De), Asset Purchase Agreement (Healthstream Inc), Asset Purchase Agreement (Performance Food Group Co)
Conditions to Seller’s Obligations. Seller’s obligation The obligations of SELLER to consummate the transactions contemplated by this Agreement Acquisition are subject to the fulfillment (satisfaction, or written the waiver in writing by Seller)SELLER to the extent permitted by applicable law, prior to or at the Closing, of all of the following conditionsconditions at or prior to the Closing:
Appears in 6 contracts
Samples: Purchase and Assumption Agreement (Park National Corp /Oh/), Purchase and Assumption Agreement (Home Bancshares Inc), Purchase and Assumption Agreement (Ohio Legacy Corp)
Conditions to Seller’s Obligations. Seller’s The obligation of Seller to consummate complete the transactions contemplated by in this Agreement are subject to the fulfillment (conditioned upon fulfillment, on or written waiver by Seller), prior to or at before the Closing, of all each of the following conditions:
Appears in 6 contracts
Samples: Purchase and Assumption Agreement (Abc Bancorp), Purchase and Assumption Agreement (Republic Bancshares Inc), Purchase and Assumption Agreement (City National Bancshares Corp)
Conditions to Seller’s Obligations. Seller’s The obligation of Seller to consummate complete the transactions contemplated by in this Agreement are subject to the conditioned upon fulfillment (or written waiver by Seller), prior to on or at before the ClosingClosing Date, of all each of the following conditions:
Appears in 5 contracts
Samples: Purchase and Assumption Agreement (Community Capital Corp /Sc/), Purchase and Assumption Agreement (Community Capital Corp /Sc/), Purchase and Assumption Agreement (Community Capital Corp /Sc/)
Conditions to Seller’s Obligations. Seller’s obligation to consummate the transactions contemplated by All obligations of Seller under this Agreement are subject to the fulfillment (or written waiver by Seller)fulfillment, prior to or at the ClosingClosing Date, of all each of the following conditions:. Any one or more of such conditions may be waived by Seller in writing.
Appears in 5 contracts
Samples: Purchase and Sale Agreement (Summit Healthcare REIT, Inc), Purchase and Sale Agreement (Summit Healthcare REIT, Inc), Purchase and Sale Agreement (Summit Healthcare REIT, Inc)
Conditions to Seller’s Obligations. Except as may be waived in writing by Seller, Seller’s obligation to make its deliveries at the Closing and to effect and consummate the transactions contemplated by this Agreement are hereby shall be subject to the fulfillment (or written waiver by Seller), prior to or at the Closing, of all of the following conditions:
Appears in 4 contracts
Samples: Asset Purchase Agreement (American Realty Capital Healthcare Trust II, Inc.), Asset Purchase Agreement (American Realty Capital Healthcare Trust II, Inc.), Asset Purchase Agreement (American Realty Capital Healthcare Trust II, Inc.)
Conditions to Seller’s Obligations. Seller’s The obligation of Seller to consummate the transactions contemplated by this Agreement are Transactions at the Closing is subject to the fulfillment (or written waiver by Seller), of each of the following conditions prior to or at the Closing, of Closing (any or all of the following conditions:which may be waived in writing in whole or in part by Seller):
Appears in 4 contracts
Samples: Asset Purchase Agreement (Journey Medical Corp), Asset Purchase Agreement (Journey Medical Corp), Asset Purchase Agreement (Journey Medical Corp)
Conditions to Seller’s Obligations. Seller’s obligation to consummate the transactions contemplated by All obligations of Seller under this Agreement are subject to the fulfillment (or written waiver by Seller)fulfillment, prior to or at the Closing, of all each of the following conditions, any or all of which may be waived in whole or in part at or prior to the Closing by Seller:
Appears in 4 contracts
Samples: Asset Purchase Agreement (Dreams Inc), Asset Purchase Agreement (Flowserve Corp), Asset Purchase Agreement (Curtiss Wright Corp)
Conditions to Seller’s Obligations. Seller’s 's obligation to consummate enter into the transactions contemplated hereby at the Closing is subject to the fulfillment as of the Closing Date of the following conditions, any or all of which may be waived by Seller:
10.l.1 All other agreements and documents contemplated by this Agreement are subject to the fulfillment (or written waiver by Seller), prior to or at the Closing, of all of the following conditions:shall have been executed.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Asyst Corp), Asset Purchase Agreement (Asyst Corp), Asset Purchase Agreement (Asyst Corp)
Conditions to Seller’s Obligations. Seller’s obligation The obligations of Seller to consummate the transactions contemplated by this Agreement are shall be subject to the fulfillment (at or written waiver by Seller), prior to or at the Closing, Closing of all each of the following conditions:
Appears in 4 contracts
Samples: Asset Purchase Agreement (Amcol International Corp), Asset Purchase Agreement (Vital Living Inc), Asset Purchase Agreement (Vital Living Inc)
Conditions to Seller’s Obligations. Seller’s obligation The obligations of Seller to consummate the transactions contemplated by this Agreement are shall be subject to the fulfillment (or written waiver following conditions, which may be waived by Seller), prior to or at the Closing, of all of the following conditions:
Appears in 4 contracts
Samples: Purchase and Sale Agreement (District Metals Corp.), Purchase and Sale Agreement (District Metals Corp.), Purchase and Sale Agreement (District Metals Corp.)
Conditions to Seller’s Obligations. Seller’s obligation to consummate the transactions contemplated by All obligations of Seller under this Agreement are subject to the fulfillment (or written waiver by Seller)fulfillment, prior to or at the Closing, of all each of the following conditions, any one or all of which may be waived by Seller in writing:
Appears in 4 contracts
Samples: Purchase and Sale Agreement (Emeritus Corp\wa\), Stock Purchase Agreement (Emeritus Corp\wa\), Stock Purchase Agreement (Emeritus Corp\wa\)
Conditions to Seller’s Obligations. Seller’s The obligation of Seller to consummate complete the transactions contemplated by in this Agreement are subject to the fulfillment (conditioned upon fulfillment, on or written waiver by Seller), prior to or at before the Closing, of all each of the following conditions:.
Appears in 3 contracts
Samples: Purchase and Assumption Agreement (Community National Corp /Oh), Purchase and Assumption Agreement (First Essex Bancorp Inc), Purchase and Assumption Agreement (Community National Corp /Oh)
Conditions to Seller’s Obligations. Seller’s obligation to consummate the transactions contemplated by this Agreement obligations hereunder are subject to the fulfillment (fulfillment, on or written waiver by Seller)before the Closing Date, prior to or at the Closing, of all of the following conditions:conditions (any of which may be waived in writing by Seller):
Appears in 3 contracts
Samples: Asset Purchase Agreement (Action Fashions, Ltd.), Asset Purchase Agreement (Action Fashions, Ltd.), Asset Purchase Agreement (Action Fashions, Ltd.)
Conditions to Seller’s Obligations. Seller’s obligation to consummate the transactions contemplated by The obligations of Seller under this Agreement are subject to the fulfillment (or written waiver by Seller)fulfillment, prior to or at on the ClosingClosing Date, of all each of the following conditions:, all or any of which may be waived in whole or in part by Seller as provided herein.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Hillman Companies Inc), Asset Purchase Agreement (American Biogenetic Sciences Inc), Asset Purchase Agreement (Alleghany Corp /De)
Conditions to Seller’s Obligations. Seller’s obligation to consummate the transactions contemplated by this Agreement are Contemplated Transactions shall be subject to the fulfillment (or written waiver by Seller), prior to or at the Closing, of all Closing of the following conditions, any or all of which may be waived in whole or in part by Seller:
Appears in 3 contracts
Samples: Equity Purchase Agreement (Twin River Worldwide Holdings, Inc.), Stock Purchase Agreement (Amaya Inc.), Stock Purchase Agreement (AP Gaming Holdco, Inc.)
Conditions to Seller’s Obligations. Seller’s The obligation of Seller to consummate the transactions contemplated by perform this Agreement are is subject to the fulfillment satisfaction (or written waiver by of Seller in Seller), prior to 's sole discretion) of the following conditions at or at before the Closing, of it being an explicit condition that all of the following conditionsagreements and documents to be delivered to Seller which are not attached as Schedules (and therefore deemed satisfactory to Seller) must be in form and substance reasonably satisfactory to Seller:
Appears in 3 contracts
Samples: Stock Purchase Agreement (Nelnet Inc), Stock Purchase Agreement (Nelnet Inc), Stock Purchase Agreement (Nelnet Inc)
Conditions to Seller’s Obligations. Seller’s obligation The obligations of Seller to consummate the transactions contemplated by this Agreement Contemplated Transactions are subject to the fulfillment (at or written waiver by Seller), prior to or at the Closing, Closing of all each of the following conditions:conditions (any or all of which may be waived in whole or in part by Seller to the extent permitted by applicable Law):
Appears in 3 contracts
Samples: Asset Purchase and Sale Agreement, Asset Purchase and Sale Agreement (Athene Holding LTD), Asset Purchase and Sale Agreement (Apollo Commercial Real Estate Finance, Inc.)
Conditions to Seller’s Obligations. Seller’s obligation The obligations of Seller to consummate the transactions contemplated by this Agreement provided for hereby are subject to the fulfillment (satisfaction of or written waiver by Seller), on or prior to or at the Closing, of all each of the following conditions:
Appears in 3 contracts
Samples: Asset Purchase Agreement (Preview Systems Inc), Asset Purchase Agreement (Hearme), Asset Purchase Agreement (Genesis Media Group Inc /De/)
Conditions to Seller’s Obligations. Seller’s obligation The obligations of Seller to consummate proceed with the transactions Closing of the transaction contemplated by this Agreement are shall be subject to the fulfillment (or written waiver following conditions, which may be waived by Seller), prior to or at the Closing, of all of the following conditions:
Appears in 3 contracts
Samples: Asset Purchase Agreement (CNX Gas CORP), Asset Purchase Agreement (CNX Gas CORP), Asset Purchase Agreement (CNX Gas CORP)
Conditions to Seller’s Obligations. Seller’s The obligation of Seller to consummate the transactions contemplated by this Agreement are shall be subject to the fulfillment satisfaction (or written waiver by Seller)waiver, where permissible) at or prior to or at the Closing, Closing of all of the following conditions:
Appears in 3 contracts
Samples: Asset Purchase Agreement (Liberty Group Publishing Inc), Asset Purchase Agreement (Hollinger International Inc), Asset Purchase Agreement (Insilco Corp/De/)
Conditions to Seller’s Obligations. Seller’s obligation The obligations of Seller to consummate the transactions contemplated by this Agreement are subject subject, at the option of Seller, to the fulfillment (on or written waiver by Seller), prior to or at the Closing, Closing Date of all each of the following conditions:
Appears in 3 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (EV Energy Partners, LP), Purchase and Sale Agreement (Gateway Energy Corp/Ne)
Conditions to Seller’s Obligations. Seller’s The obligation of Seller to consummate the transactions contemplated by this Agreement are shall be subject to the fulfillment satisfaction (or written waiver by Seller), where permissible) at or prior to or at the Closing, Closing of all of the following conditions:
Appears in 2 contracts
Samples: Purchase Agreement (SPX Corp), Purchase Agreement (Thermo Electron Corp)
Conditions to Seller’s Obligations. Seller’s obligation The obligations of Seller to consummate the transactions contemplated by this Agreement Contemplated Transactions are subject to the fulfillment (or written waiver in writing by Seller), prior to or at ) as of the Closing, Closing of all each of the following conditions:
Appears in 2 contracts
Samples: Contribution Agreement (Victory Capital Holdings, Inc.), Contribution Agreement (Victory Capital Holdings, Inc.)
Conditions to Seller’s Obligations. Seller’s obligation The obligations of Sellers under this Agreement to sell the Transferred Assets and to consummate the other transactions contemplated by this Agreement are hereby shall be subject to the fulfillment satisfaction (or written waiver by Seller), Sellers) on or prior to or at the Closing, Closing Date of all of the following conditions:
Appears in 2 contracts
Samples: Asset Sale and Purchase Agreement (Atmos Energy Corp), Asset Sale and Purchase Agreement (Southwestern Energy Co)
Conditions to Seller’s Obligations. Seller’s obligation The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment (satisfaction or written waiver by Seller)waiver, prior to at or at before the Closing, of all each of the following conditions:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Rite Aid Corp), Stock Purchase Agreement (Jean Coutu Group (PJC) Inc.)
Conditions to Seller’s Obligations. Seller’s obligation The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment (at or written waiver by Seller), prior to or at the Closing, Closing of all each of the following conditions: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 (Sprague Resources LP), Stock Purchase Agreement (Applied Industrial Technologies Inc)
Conditions to Seller’s Obligations. Seller’s obligation to consummate the transactions contemplated by this Agreement All obligations of Sellers hereunder are subject to the fulfillment (or written waiver by Seller)fulfillment, prior to or at the Closing, of all each of the following conditions:
Appears in 2 contracts
Samples: Stock Acquisition Agreement (Sodexho Alliance S A), Stock Acquisition Agreement (Prison Realty Trust Inc)
Conditions to Seller’s Obligations. Seller’s Sellers’ obligation to consummate the transactions Transactions contemplated by this Agreement are and the Related Agreements is subject to the fulfillment (on or written waiver by Seller), prior to or at the Closing, of all Closing Date of the following conditions, any one or more of which may be waived by Sellers:
Appears in 2 contracts
Samples: Stock and Asset Purchase Agreement, Stock and Asset Purchase Agreement (Lincoln National Corp)
Conditions to Seller’s Obligations. Seller’s obligation to consummate the transactions contemplated by The obligations of Seller under this Agreement are subject to the fulfillment (or written waiver by Seller)fulfillment, prior to or at on the ClosingClosing Date, of all of each the following conditions, all of which are for the benefit of Seller and any of which may be waived in whole or in part by Seller as provided herein, except as otherwise provided by law:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Rare Element Resources LTD), Asset Purchase Agreement (Pershing Gold Corp.)
Conditions to Seller’s Obligations. Seller’s obligation The obligations of Sellers to consummate the transactions contemplated by this Agreement hereunder are subject to the fulfillment (or written waiver by Seller)satisfaction on, prior to or at and as of the Closing, of all each of the following conditions:conditions (any one or more of which may be in writing waived by Sellers):
Appears in 2 contracts
Samples: Asset Purchase Agreement (Trestle Holdings Inc), Asset Purchase Agreement (Clarient, Inc)
Conditions to Seller’s Obligations. Seller’s obligation The obligations of Seller to consummate the transactions contemplated by this Agreement hereby are subject to the fulfillment (at or written waiver by Seller), prior to or at the Closing, Closing of all each of the following conditions:conditions (any or all of which may be waived in whole or in part by Seller):
Appears in 2 contracts
Samples: Interest Purchase Agreement (Vera Bradley, Inc.), Interest Purchase Agreement (Catalent, Inc.)
Conditions to Seller’s Obligations. Seller’s obligation to consummate the transactions contemplated by The obligations of Seller under this Agreement are subject to the fulfillment (or written waiver by Seller)fulfillment, prior to or at on the ClosingClosing Date, of all each of the following conditions, all or any of which may be waived by Seller in writing:
Appears in 2 contracts
Samples: Asset Purchase Agreement (WPT Enterprises Inc), Asset Purchase Agreement (WPT Enterprises Inc)
Conditions to Seller’s Obligations. Seller’s obligation The obligations of Sellers to consummate effect the transactions contemplated by this Agreement are hereby shall be subject to the fulfillment (fulfillment, or written waiver by Seller)Sellers, at or prior to or at the Closing, of all each of the following conditions:
Appears in 2 contracts
Samples: Acquisition Agreement (CleanTech Biofuels, Inc.), Acquisition Agreement (CleanTech Biofuels, Inc.)
Conditions to Seller’s Obligations. Seller’s The obligation of Seller to consummate the transactions contemplated provided for by this Agreement are is subject to the fulfillment (satisfaction, on or written waiver by Seller), prior to or at the ClosingClosing Date, of all each of the following conditions, any of which may be waived by Seller:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Washington Group International Inc), Asset Purchase Agreement (Curtiss Wright Corp)
Conditions to Seller’s Obligations. Except as may be waived in writing by Seller’s obligation to consummate , the transactions contemplated by obligations of the Seller under this Agreement are subject to the fulfillment (at or written waiver by Seller), prior to or at the Closing, Closing of all each of the following conditions:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Phibro Animal Health Corp), Stock Purchase Agreement (Phibro Animal Health Corp)
Conditions to Seller’s Obligations. Seller’s The obligation of Seller to consummate the transactions contemplated by this Agreement are shall be subject to the fulfillment (satisfaction at or written waiver by Seller), prior to or at the Closing, Closing of all of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable Law:
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement, Membership Interest Purchase Agreement (WillScot Corp)
Conditions to Seller’s Obligations. Seller’s The obligation of the Seller to consummate the transactions contemplated by this Agreement are hereby is subject to the fulfillment (or written waiver by Seller), prior to or at satisfaction as of the Closing, of all Closing of the following conditions:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Healthessentials Solutions Inc), Stock Purchase Agreement (Healthessentials Solutions Inc)
Conditions to Seller’s Obligations. Seller’s obligation to consummate the transactions contemplated by All obligations of Sellers under this Agreement are subject to the fulfillment (or written waiver by Seller)fulfillment, prior to or at the Closing, of all each of the following conditions, any one or all of which may be waived by Sellers in writing:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Diversicare Healthcare Services, Inc.), Asset Purchase Agreement (Diversicare Healthcare Services, Inc.)
Conditions to Seller’s Obligations. Seller’s obligation The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment at or prior to the Closing of each of the following conditions (any or written waiver all of which may be waived in whole or in part by Seller), prior to or at the Closing, of all of the following conditions:.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Nbty Inc), Share Purchase Agreement (Getty Images Inc)
Conditions to Seller’s Obligations. Seller’s The obligation of Seller to consummate the transactions contemplated Contemplated Transactions, and to take the other actions to be taken by this Agreement are Seller at the Closing, is subject to the fulfillment (or written waiver by Seller), prior to or at the Closing, of all each of the following conditions:
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Gaiam, Inc), Membership Interest Purchase Agreement (Cinedigm Corp.)
Conditions to Seller’s Obligations. Seller’s The obligation of Sellers to consummate the transactions contemplated by this Agreement are shall be subject to the fulfillment satisfaction (or written waiver by Seller)waiver, where permissible) at or prior to or at the Closing, Closing of all of the following conditions:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Inverness Medical Innovations Inc), Stock Purchase Agreement (Sherwin Williams Co)
Conditions to Seller’s Obligations. Seller’s obligation The obligations of Seller to consummate the transactions contemplated by this Agreement are shall be subject to the fulfillment (fulfillment, at or written waiver by Seller), prior to or at the Closing, of all each of the following conditions:conditions (any of which may be waived by Seller in writing):
Appears in 2 contracts
Samples: Asset Purchase Agreement (Simione Central Holdings Inc), Asset Purchase Agreement (Oretech Inc)
Conditions to Seller’s Obligations. Seller’s obligation The obligations of the Seller to consummate transfer the transactions contemplated by Shares in accordance with this Agreement are shall be subject to the fulfillment (or written waiver in writing by Seller), the Seller at or prior to or at the Closing, time of all the Closing of each of the following conditions:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Eastern Environmental Services Inc), Stock Purchase Agreement (Eastern Environmental Services Inc)
Conditions to Seller’s Obligations. Seller’s The obligation of Seller to consummate the Share Purchase and the other transactions contemplated by this Agreement are Agreement, and to take the other actions to be taken by Seller at the Closing, is subject to the fulfillment (or express written waiver by Seller), prior to or at the Closing, ) of all each of the following conditions:
Appears in 2 contracts
Samples: Series a Preferred Stock Purchase Agreement (Apollo Medical Holdings, Inc.), Stock Purchase Agreement (Apollo Medical Holdings, Inc.)
Conditions to Seller’s Obligations. Seller’s obligation The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment (at or written waiver by Seller), prior to or at the Closing, of all Closing on each of the following conditions:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Intermet Corp), Asset Purchase Agreement (Hawk Corp)
Conditions to Seller’s Obligations. Seller’s obligation to consummate the transactions contemplated by this Agreement The obligations of Seller are subject to fulfillment at or before the fulfillment (or written waiver by Seller), prior to or at the Closing, Closing of all each of the following conditions:: (a)
Appears in 2 contracts
Samples: Asset Purchase Agreement (Amazing Technologies Corp.), Asset Purchase Agreement (Amazing Technologies Corp.)
Conditions to Seller’s Obligations. Seller’s obligation The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment (satisfaction of or written waiver by Seller), on or prior to or at the Closing, of all each of the following conditions:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Lernout & Hauspie Speech Products Nv), Asset Purchase Agreement (Opti Inc)
Conditions to Seller’s Obligations. Seller’s obligation The obligations of the Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment (satisfaction at or written waiver by Seller), prior to or at before the Closing, of all Closing of the following conditions:, any of which may be waived if all Sellers so agree.
Appears in 2 contracts
Samples: Purchase and Contribution Agreement (Bresnan Capital Corp), Purchase and Contribution Agreement (Charter Communications Inc /Mo/)
Conditions to Seller’s Obligations. Seller’s obligation to consummate the transactions contemplated by All obligations of Seller under this Agreement are subject to the fulfillment (or written waiver by SellerSeller in writing), prior to or at the Closing, of all each of the following conditions:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Global Healthcare Reit, Inc.), Asset Purchase Agreement (Adcare Health Systems, Inc)
Conditions to Seller’s Obligations. Seller’s obligation The obligations of Seller to consummate the transactions contemplated by this Stock Purchase Agreement are subject to the fulfillment (at or written waiver by Seller), prior to or at the Closing, Closing of all each of the following conditions:conditions (any or all of which may be waived in whole or in part by Seller):
Appears in 1 contract
Conditions to Seller’s Obligations. Seller’s obligation The obligations of Seller to consummate the transactions contemplated by this Agreement transaction are subject to the fulfillment (satisfaction, or written the waiver in writing by Seller)Seller to the extent permitted by applicable law, prior to or at the Closing, of all of the following conditionsconditions at or prior to the Closing:
Appears in 1 contract
Samples: Branch Purchase and Assumption Agreement (Banc Corp)
Conditions to Seller’s Obligations. Seller’s obligation The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment (satisfaction of Buyer or written waiver by Seller), Seller on or prior to or at the Closing, Closing of all each of the following conditions:
Appears in 1 contract
Conditions to Seller’s Obligations. Seller’s 's obligation to consummate the transactions contemplated by this Agreement are and the other Transaction Documents shall be subject to the fulfillment (satisfaction or written waiver by Seller), at or prior to or at the Closing, Closing of all each of the following conditions:
Appears in 1 contract
Conditions to Seller’s Obligations. Seller’s obligation The obligations of Seller to consummate the transactions contemplated by this Agreement are hereby shall be subject to the fulfillment (satisfaction or written waiver by Seller), in writing at or prior to or at the Closing, of all Closing of the following conditions:
Appears in 1 contract
Conditions to Seller’s Obligations. Seller’s The obligation of each Seller to consummate the transactions contemplated by this Agreement are hereby shall be subject to the fulfillment (fulfillment, at or written waiver by Seller), prior to or at before the Closing, of all each of the following conditions, any of which may be waived (in whole or in part) in writing by Sellers:
Appears in 1 contract
Samples: Stock Purchase Agreement (First Albany Companies Inc)
Conditions to Seller’s Obligations. Seller’s obligation The obligations of Sellers to consummate the transactions contemplated by this Agreement are Transactions shall be subject to the fulfillment (satisfaction, at or written waiver by Seller), prior to or at before the Closing, of all each of the following conditions, unless waived in writing by US Seller on behalf of itself and the other Sellers:
Appears in 1 contract
Samples: Asset Purchase Agreement (Edwards Lifesciences Corp)
Conditions to Seller’s Obligations. Seller’s obligation to consummate the transactions contemplated by The obligations of Seller under this Agreement are subject to the fulfillment (or written waiver by Seller), satisfaction prior to or at the Closing, Closing of all each of the following conditions:conditions (all or any of which may be waived in whole or in part by Seller):
Appears in 1 contract
Conditions to Seller’s Obligations. Seller’s obligation The obligations of Seller to consummate the transactions contemplated by this Agreement are shall be subject to the fulfillment (at or written waiver by Seller), prior to or at the Closing, each Closing of all each of the following conditions:
Appears in 1 contract
Conditions to Seller’s Obligations. Seller’s obligation to consummate the transactions contemplated by The obligations of Seller under this Agreement are subject to the fulfillment (on or written waiver by Seller), prior to or at before the Closing, Closing of all each of the following conditions, except such conditions as may be waived by Seller:
Appears in 1 contract
Conditions to Seller’s Obligations. Seller’s obligation to consummate the transactions contemplated Unless waived by Seller in writing, all obligations of Seller under this Agreement are subject to the fulfillment (or written waiver by Seller)fulfillment, prior to or at the Closing, of all each of the following conditions:
Appears in 1 contract
Conditions to Seller’s Obligations. Seller’s obligation to consummate the transactions contemplated by The obligations of Seller under this Agreement are subject to the fulfillment (satisfaction at or written waiver by Seller), prior to or at the Closing, Closing of all each of the following conditions, unless expressly waived by Seller:
Appears in 1 contract
Conditions to Seller’s Obligations. Seller’s obligation The obligations of Seller to consummate the transactions contemplated by this Agreement Closing and the Contemplated Transactions are subject to the fulfillment (or written waiver by Seller), satisfaction at or prior to or at the Closing, Closing of all each of the following conditions:conditions (any or all of which may be waived in whole or in part by Seller to the extent permitted by applicable Law):
Appears in 1 contract
Samples: Equity Purchase and Contribution Agreement (Select Medical Corp)
Conditions to Seller’s Obligations. Seller’s obligation The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment (satisfaction, on or written waiver by Seller), prior to or at the ClosingClosing Date, of all each of the following conditions:
Appears in 1 contract
Conditions to Seller’s Obligations. Seller’s obligation to consummate the transactions contemplated by this Agreement All obligations of Seller hereunder are subject to the fulfillment (in accordance with the provisions of this Agreement, on or written waiver by Seller), prior to or at the ClosingClosing Date, of all each of the following conditions, each of which may be waived at the sole discretion of Seller:
Appears in 1 contract
Conditions to Seller’s Obligations. Seller’s obligation The obligations of Seller to consummate the transactions contemplated by this Agreement hereby are subject to the fulfillment (satisfaction or written waiver by Seller)waiver, at or prior to or at the Closing, of all of the following further conditions:
Appears in 1 contract
Samples: Purchase Agreement (Ich Corp /De/)
Conditions to Seller’s Obligations. Seller’s obligation The obligations of Seller to consummate the transactions contemplated provided for by this Agreement are subject to the fulfillment (satisfaction, on or written waiver by Seller), prior to or at the ClosingClosing Date, of all each of the following conditions, any of which may be waived by Seller, in whole or in part, in its sole discretion:
Appears in 1 contract
Conditions to Seller’s Obligations. Seller’s obligation The obligations of Seller to consummate the transactions contemplated by this Agreement Contemplated Transactions are subject to the fulfillment (at or written waiver by Seller), prior to or at the Closing, Closing of all each of the following conditions:conditions (any or all of which may be waived in writing in whole or in part by Seller):
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (CBS Outdoor Americas Inc.)
Conditions to Seller’s Obligations. Seller’s obligation The obligations of Seller to consummate the transactions contemplated by this Agreement transaction are subject to the fulfillment (or written waiver by Seller), prior to or at the Closing, of all of the following conditions:
Appears in 1 contract
Conditions to Seller’s Obligations. Seller’s obligation The obligations of Seller to consummate the transactions contemplated by this Agreement Acquisition are subject to the fulfillment (satisfaction, or written the waiver by Seller)Seller to the extent permitted by applicable law, prior to or at the Closing, of all of the following conditionsconditions at or prior to the Closing:
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Nb&t Financial Group Inc)
Conditions to Seller’s Obligations. Seller’s obligation The obligations of the Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment (fulfillment, at or written waiver by Seller)before the Closing Date, prior to or at the Closing, of all of the following conditions, any one or more of which may be waived in writing by the Seller in its sole discretion:
Appears in 1 contract
Samples: Membership Interest Purchase and Sale Agreement (Alamo Energy Corp.)
Conditions to Seller’s Obligations. Seller’s obligation to consummate the transactions contemplated by 7.1 The obligations of Seller under this Agreement are subject to the fulfillment (or written waiver by Seller), Purchasers prior to or at the Closing, Closing of all each of the following conditions, any one or more of which may be waived by Seller:
Appears in 1 contract
Samples: Atm Inventory Purchase Agreement (Tidel Technologies Inc)
Conditions to Seller’s Obligations. Seller’s obligation to consummate the transactions contemplated Unless waived by Seller in writing in its sole discretion, all obligations of Seller under this Agreement are subject to the fulfillment (or written waiver by Seller)fulfillment, prior to or at the Closing, of all each of the following conditions:
Appears in 1 contract
Samples: Asset Purchase Agreement (Higher One Holdings, Inc.)
Conditions to Seller’s Obligations. Seller’s obligation The obligations of Seller to consummate the transactions Transaction contemplated by this Agreement are and the Transaction Documents is subject to the fulfillment (or fulfillment, or, to the extent permitted by Law, written waiver by Seller), prior to or at the Closing, of all each of the following conditions:
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Spark Energy, Inc.)
Conditions to Seller’s Obligations. Seller’s The obligation of the Seller to consummate the transactions contemplated by this Agreement are shall be subject to the fulfillment (satisfaction, or written waiver by the Seller)'s Representative, prior to or at the Closing, of all each of the following conditionsconditions precedent:
Appears in 1 contract
Samples: Asset Purchase Agreement (Daisytek International Corporation /De/)
Conditions to Seller’s Obligations. Seller’s obligation The obligations of the Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment (satisfaction or written waiver by Seller), prior to or at the Closing, of all Seller of the following conditionsconditions at or prior to the Closing:
Appears in 1 contract
Conditions to Seller’s Obligations. Seller’s obligation The obligations of Seller to consummate the transactions contemplated by this Agreement are will be subject to the fulfillment (satisfaction, at or written waiver by Seller), prior to or at before the Closing, of all of the following conditions, which may be waived by Seller:
Appears in 1 contract
Samples: Asset Purchase and Sale Agreement (Tca Cable Tv Inc)
Conditions to Seller’s Obligations. Seller’s obligation The obligations of Seller and the Company to consummate the transactions contemplated by this Agreement are subject to the fulfillment (at or written waiver by Seller), prior to or at the Closing, Closing of all each of the following conditions:conditions (any or all of which may be waived in writing in whole or in part by Seller):
Appears in 1 contract
Conditions to Seller’s Obligations. Seller’s obligation The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment (or written waiver by Seller)fulfillment, prior to or at the Closing, of all each of the following conditionsconditions precedent, any of which may be waived in writing by Seller:
Appears in 1 contract
Samples: Asset Purchase Agreement
Conditions to Seller’s Obligations. The Closing and Seller’s obligation 's obligations to consummate the transactions transaction contemplated by this Agreement are subject to the fulfillment satisfaction of the following conditions (or written Seller's waiver by thereof) which are for Seller)'s sole benefit, on or prior to the dates designated below for the satisfaction of such conditions, or at the Closing in absence of a specified date:
(a) Purchaser's Obligations. As of the Closing, of Purchaser shall have timely performed all of the following conditions:obligations required by the terms of this Agreement to be performed by Purchaser.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Conditions to Seller’s Obligations. Seller’s obligation The obligations of the Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment (satisfaction at or written waiver by Seller), prior to or at before the Closing, of all Closing of the following conditions:, any of which may be waived by the Sellers.
Appears in 1 contract
Conditions to Seller’s Obligations. Seller’s The obligation of Seller to consummate the transactions contemplated by this Agreement are subject to Transactions is conditioned upon the fulfillment (satisfaction or written waiver in writing by Seller), at or prior to or at the Closing, of all of the following conditions:
Appears in 1 contract
Samples: Share Purchase Agreement (SMART Global Holdings, Inc.)
Conditions to Seller’s Obligations. Seller’s obligation to consummate the transactions contemplated by this Agreement obligations hereunder are subject to the fulfillment (at or written waiver by Seller), prior to or at the Closing, Closing of all each of the following conditions:
Appears in 1 contract
Samples: Stock Purchase Agreement (Westell Technologies Inc)
Conditions to Seller’s Obligations. Seller’s The obligation of Seller to consummate the transactions contemplated by this Agreement are is subject to the fulfillment satisfaction (or written waiver by Seller), prior to or at the Closing, of all Seller in writing) of the following conditionsconditions as of the Closing:
Appears in 1 contract
Conditions to Seller’s Obligations. Seller’s obligation The obligations of Seller to consummate effect the transactions contemplated by this Agreement are Transactions shall be subject to the fulfillment (satisfaction at or written waiver by Seller), prior to or at the Closing, of all Closing of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable Law:
Appears in 1 contract
Conditions to Seller’s Obligations. Seller’s obligation The obligations of Seller to consummate the transactions contemplated provided for by this Agreement are subject to the fulfillment (satisfaction, on or written waiver by Seller), prior to or at the ClosingClosing Date, of all each of the following conditions, any of which may be waived by Seller except for the conditions set forth in subsection (c) (as to Consents of Governmental Authorities) of this Section 5.2:
Appears in 1 contract
Samples: Asset Purchase Agreement (New Hope Investments Inc)
Conditions to Seller’s Obligations. Seller’s obligation to consummate the transactions contemplated by The obligations of Seller under this Agreement are to sell, convey, transfer, assign and deliver the Assets to Purchaser is subject to the fulfillment (fulfillment, on or written waiver by Seller), prior to or at before the Closing, of all each of the following conditions, unless otherwise waived by Seller:
Appears in 1 contract
Conditions to Seller’s Obligations. Seller’s obligation to consummate the transactions contemplated by The obligations of Seller ---------------------------------- under this Agreement are subject to the fulfillment (or written waiver by Seller)satisfaction, prior to or at the Closing, of all each of the following conditions:conditions (all or any of which may be waived in whole or in part by Seller):
Appears in 1 contract
Samples: Asset Purchase Agreement (Cambridge Industries Inc /De)
Conditions to Seller’s Obligations. Seller’s The obligation of Seller to consummate the Equity Purchase and the other transactions contemplated by this Agreement are Agreement, and to take the other actions to be taken by Seller at the Closing, is subject to the fulfillment (or written waiver by Seller), prior to or at the Closing, of all each of the following conditions:
Appears in 1 contract
Samples: Purchase Agreement (Gaiam, Inc)
Conditions to Seller’s Obligations. Seller’s obligation The obligations of Seller to consummate the transactions contemplated by this Agreement are is subject to the fulfillment (or written waiver by Seller), prior to or at the Closing, of all satisfaction of the following conditions, any of which may be waived in writing by Seller:
Appears in 1 contract
Conditions to Seller’s Obligations. Seller’s The obligation of Seller to consummate the transactions contemplated by this Agreement are hereby is subject to the fulfillment satisfaction (or written waiver waiver, in whole or in part to the extent permitted by Seller), prior to or at the Closing, of all applicable Law) of the following conditionsconditions on or prior to the Closing:
Appears in 1 contract
Samples: Stock Purchase Agreement (Document Security Systems Inc)
Conditions to Seller’s Obligations. Seller’s obligation The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment (satisfaction, or written waiver by Seller)Sellers, at or prior to or at the Closing, of all each of the following conditions:
Appears in 1 contract
Conditions to Seller’s Obligations. Seller’s Sellers’ obligation to consummate the transactions contemplated by this Agreement are subject to the fulfillment (or written waiver by SellerSellers), prior to or at the Closing, of all of the following conditions:
Appears in 1 contract
Samples: Dealership Asset Purchase Agreement (LMP Automotive Holdings, Inc.)
Conditions to Seller’s Obligations. Unless waived in writing by Seller’s obligation to consummate the transactions contemplated by , in its sole discretion, all obligations of Seller under this Agreement are subject to the fulfillment (or written waiver by Seller)fulfillment, prior to or at the Closing, of all each of the following conditions:
Appears in 1 contract
Samples: Purchase Agreement (Family Home Health Services, Inc.)
Conditions to Seller’s Obligations. Seller’s obligation The obligations of Seller to consummate the transactions contemplated by this Agreement Acquisition are subject to the fulfillment (satisfaction, or written the waiver by Seller)Seller to the extent permitted by Applicable Law, prior to or at the Closing, of all of the following conditionsconditions at or prior to the Closing:
Appears in 1 contract
Samples: Branch Purchase and Assumption Agreement (Consumers Bancorp Inc /Oh/)
