Common use of Conditions to Seller’s Obligations Clause in Contracts

Conditions to Seller’s Obligations. The obligations of Seller to consummate the transactions provided for hereby are subject, in the discretion of Seller, to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by Seller:

Appears in 23 contracts

Samples: Asset Purchase Agreement (Integrated Device Technology Inc), Asset Purchase Agreement (Sigmatel Inc), Asset Purchase Agreement (Tessera Technologies Inc)

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Conditions to Seller’s Obligations. The obligations of Seller to consummate the transactions provided for hereby are subject, in the discretion of Seller, shall be subject to the satisfaction, on or satisfaction prior to or at the Closing Date, of each of the following conditions, any of which may be conditions unless waived by Seller:

Appears in 19 contracts

Samples: Asset Acquisition Agreement (Solei Systems, Inc.), Acquisition Agreement (Gawk Inc.), Share Exchange Agreement (Blue Star Entertainment Technologies, Inc.)

Conditions to Seller’s Obligations. The obligations of Seller to consummate the transactions provided for hereby under this Agreement are subject, in the discretion of Seller, subject to the satisfactionfulfillment, on or prior to or on the Closing Date, of each of the following conditions, all or any of which may be waived in writing by Seller, except as otherwise provided by law:

Appears in 16 contracts

Samples: Asset Purchase Agreement (Hpil Holding), Asset Purchase Agreement (Hpil Holding), Asset Acquisition Agreement (Phoenix Technologies LTD)

Conditions to Seller’s Obligations. The obligations of Seller to consummate effect the transactions provided for hereby are subject, in the discretion of Seller, Closing shall be subject to the satisfaction, on satisfaction at or prior to the Closing Date, of each of the following conditions, any one or more of which may be waived by Seller:

Appears in 12 contracts

Samples: Acquisition Agreement (Megas Inc), Acquisition Agreement (Megas Inc), Stock Purchase Agreement (Creative Vistas Inc)

Conditions to Seller’s Obligations. The obligations of Seller to consummate the transactions provided for hereby are subject, in the discretion of Seller, subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by Seller:

Appears in 12 contracts

Samples: Sale and Purchase Agreement (Silicon Laboratories Inc), Stock Purchase Agreement (Calenergy Co Inc), Stock Purchase Agreement (Rental Service Corp)

Conditions to Seller’s Obligations. The Each of the obligations of Seller to consummate the transactions provided for hereby are subject, in the discretion of Seller, be performed hereunder shall be subject to the satisfaction, on satisfaction (or waiver by Seller) at or prior to the Closing Date, Date of each of the following conditions, any of which may be waived by Seller:

Appears in 9 contracts

Samples: Asset Purchase Agreement (Imcor Pharmaceutical Co), Asset Purchase Agreement (Pcsupport Com Inc), Stock Purchase Agreement (Southern Development & Investment Group Inc)

Conditions to Seller’s Obligations. The obligations of Seller to consummate the transactions provided for hereby are subject, in the discretion of Seller, contemplated herein shall be subject to the satisfaction, on satisfaction (or prior to the Closing Date, of each waiver by Seller) of the following conditions, any of which may be waived by Seller:conditions set forth below in this Article.

Appears in 8 contracts

Samples: Asset Purchase Agreement (Adaptec Inc), Asset Purchase Agreement (Applied Micro Circuits Corp), Asset Purchase Agreement (Applied Micro Circuits Corp)

Conditions to Seller’s Obligations. The obligations of Seller to consummate the transactions provided for hereby herein are subject, in at the discretion option of Seller, to the satisfaction, fulfillment on or prior to the Closing Date, Date of each of the following conditions, any of which may be waived by Seller:

Appears in 8 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement, Purchase and Sale Agreement (Dune Energy Inc)

Conditions to Seller’s Obligations. The obligations of Seller to consummate the transactions provided for hereby are subject, in the discretion of Seller, this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, satisfaction of each of the following conditions on or before the Closing Date, subject to the right of Seller to waive any one or more of such conditions, any of which may be waived by Seller:

Appears in 8 contracts

Samples: Asset Purchase Agreement (Weider Nutrition International Inc), Asset Purchase Agreement (North Shore Agency Inc), Asset Purchase Agreement (Genad Connector Corp)

Conditions to Seller’s Obligations. The obligations obligation of Seller to consummate proceed with the transactions provided for hereby are subject, in the discretion of Seller, Closing is subject to the satisfactionfulfillment, on at or prior to before the Closing DateClosing, of each of the following conditions, conditions (all or any of which may be waived in whole or in part by Seller:Seller jointly in their sole discretion):

Appears in 6 contracts

Samples: Repurchase Agreement (China Biologic Products, Inc.), Repurchase Agreement (Chan Ling Siu), Repurchase Agreement (China Biologic Products, Inc.)

Conditions to Seller’s Obligations. The obligations of Seller to consummate the transactions provided for contemplated hereby are subject, in the discretion of Seller, shall be subject to the satisfaction, satisfaction on or prior to the Closing Date, Date of each all of the following conditions, any of which except such conditions as Seller may be waived by Sellerwaive:

Appears in 6 contracts

Samples: Stock Purchase Agreement (Cannaisseur Group Inc.), Stock Purchase Agreement (Studio Ii Brands Inc), Stock Purchase Agreement (Studio Ii Brands Inc)

Conditions to Seller’s Obligations. The obligations obligation of Seller to consummate complete the transactions provided for hereby are subjectcontemplated herein is conditioned upon fulfillment or, in the discretion of Sellerwhere legally permitted, to the satisfactionwaiver, on or prior to before the Closing Date, of each of the following conditions, any of which may be waived by Seller:

Appears in 6 contracts

Samples: Purchase and Assumption Agreement, Purchase and Assumption Agreement (Heartland Financial Usa Inc), Purchase and Assumption Agreement (QCR Holdings Inc)

Conditions to Seller’s Obligations. The obligations of Seller to consummate the transactions provided for hereby are subject, in the discretion of Seller, to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by Seller:

Appears in 4 contracts

Samples: Asset Purchase Agreement (Geowaste Inc), Asset Purchase Agreement (Geowaste Inc), Asset Purchase Agreement (Ten Stix Inc.)

Conditions to Seller’s Obligations. The Each of the obligations of the Seller to consummate the transactions provided for contemplated hereby are subject, in the discretion of Seller, will be subject to the satisfaction, on satisfaction (or written waiver by the Seller) at or prior to the Closing Date, Date of each of the following conditions, any of which may be waived by Seller:.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Scotts Company), Asset Purchase Agreement (Scotts Company), Asset Purchase Agreement (BMC Industries Inc/Mn/)

Conditions to Seller’s Obligations. The obligations of Seller Sellers to consummate the transactions provided for hereby are subject, in the discretion of Seller, subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by SellerSellers:

Appears in 4 contracts

Samples: Stock Purchase Agreement (Rental Service Corp), Stock Purchase Agreement (Rental Service Corp), Stock Purchase Agreement (Schuff Steel Co)

Conditions to Seller’s Obligations. The obligations of Seller to consummate the transactions provided for hereby are subject, in the discretion of Seller, contemplated by this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any one or more of which may be waived by Seller, in its sole discretion:

Appears in 4 contracts

Samples: Asset Purchase Agreement (Mediacom LLC), Asset Purchase Agreement (Mediacom LLC), Asset Purchase Agreement (Mediacom LLC)

Conditions to Seller’s Obligations. The obligations obligation of Seller SELLER to consummate the transactions provided for hereby are subject, in the discretion of Seller, Acquisition is subject to the satisfaction, on or the waiver by SELLER to the extent permitted by applicable law, of the following conditions at or prior to the Closing Date, of each of the following conditions, any of which may be waived by SellerClosing:

Appears in 3 contracts

Samples: Purchase and Assumption Agreement (Middlefield Banc Corp), Purchase and Assumption Agreement (Commercial Bancshares Inc \Oh\), Purchase and Assumption Agreement (Middlefield Banc Corp)

Conditions to Seller’s Obligations. The obligations of Seller Sellers to consummate the transactions provided for hereby are subject, in the discretion of SellerSellers, to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by Seller:

Appears in 3 contracts

Samples: Stock Purchase Agreement (Lois/Usa Inc), Stock Purchase Agreement (Lois/Usa Inc), Asset Purchase Agreement (McLeod Inc)

Conditions to Seller’s Obligations. The obligations obligation of Seller to consummate the transactions provided for hereby are subject, in the discretion of Seller, Transactions shall be subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by Seller:

Appears in 3 contracts

Samples: Purchase and Sale Agreement (U S West Communications Inc), Purchase and Sale Agreement (Citizens Utilities Co), Purchase and Sale Agreement (U S West Inc /De/)

Conditions to Seller’s Obligations. The obligations of Seller Sellers to consummate the transactions provided for hereby herein are subject, in at the discretion option of SellerSellers, to the satisfaction, fulfillment on or prior to the Closing Date, Date of each of the following conditions, any of which may be waived by Seller:

Appears in 3 contracts

Samples: Purchase and Sale Agreement (Dune Energy Inc), Purchase and Sale Agreement (Athlon Energy Inc.), Purchase and Sale Agreement (Athlon Energy Inc.)

Conditions to Seller’s Obligations. The obligations of Seller to consummate effect the transactions provided for contemplated hereby are subjectshall be subject to the fulfillment, in the discretion of or written waiver by Seller, to the satisfaction, on at or prior to the Closing DateClosing, of each of the following conditions, any of which may be waived by Seller:

Appears in 3 contracts

Samples: Acquisition Agreement, Securities Purchase Agreement (Green Power Energy Holdings Corp), Stock Purchase Agreement (Medical Resources Inc /De/)

Conditions to Seller’s Obligations. The obligations Seller's obligation to make the deliveries required of Seller to consummate at the transactions provided for hereby are subject, in the discretion of Seller, Closing Date shall be subject to the satisfaction, on or prior to the Closing Datewaiver by Seller, of each of the following conditions, any of which may be waived by Seller:.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Ddi Corp), Asset Purchase Agreement (Ddi Corp)

Conditions to Seller’s Obligations. The obligations of Seller Sellers to consummate the transactions provided for hereby are subject, in the discretion of SellerSellers, to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by SellerSellers:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Rental Service Corp), Stock Purchase Agreement (Schuff Steel Co)

Conditions to Seller’s Obligations. The Seller's obligations of Seller to consummate the transactions provided for hereby hereunder are subject, in the discretion of Seller, subject to the satisfaction, on or fulfillment prior to the or on Closing Date, of each of the following conditions, the performance of any of which may be waived in writing by Seller:.

Appears in 2 contracts

Samples: Purchase Agreement (Execustay Corp), Asset Purchase Agreement (Execustay Corp)

Conditions to Seller’s Obligations. The obligations of Seller to consummate the transactions provided for hereby are subject, in the discretion of Seller, subject to the satisfaction, delivery on or prior to before the Closing Date, of each of the following conditions, any cash required to be paid and the execution as well as the delivery of which may be waived the documents and fulfillment of other conditions by Seller:Purchaser as outlined herein.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Sensus Healthcare, Inc.), Asset Purchase Agreement (Sensus Healthcare, LLC)

Conditions to Seller’s Obligations. The obligations of Seller to consummate the transactions provided for contemplated hereby are subject, in the discretion of Seller, shall be subject to the satisfaction, satisfaction (or waiver in writing by Seller) on or prior to the Closing Date, of each Date of the following conditions, any of which may be waived by Seller:conditions set forth below.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Woodward, Inc.)

Conditions to Seller’s Obligations. The obligations of Seller to sell the Assets and to otherwise consummate the transactions provided for hereby contemplated by this Agreement are subject, in the discretion of Seller, to the satisfactionsatisfaction or waiver, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by Seller:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Western Wireless Corp), Asset Purchase Agreement (Western Wireless Corp)

Conditions to Seller’s Obligations. The obligations of Seller Sellers to consummate the transactions provided for hereby herein are subject, in at the discretion option of SellerSellers, to the satisfaction, fulfillment on or prior to the Initial Closing Date or Option Closing Date, as applicable, of each of the following conditions, any of which may be waived by Seller:

Appears in 2 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Resolute Energy Corp)

Conditions to Seller’s Obligations. The obligations of Seller to consummate the transactions provided for hereby are subject, in the discretion of Seller, subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any and all of which may be waived in whole or in part by Seller:

Appears in 2 contracts

Samples: Asset Purchase Agreement (JPS Industries Inc), Asset Purchase Agreement (JPS Textile Group Inc /De/)

Conditions to Seller’s Obligations. The obligations of Seller to consummate the transactions provided for hereby are subject, in the discretion of Seller, Transactions shall be subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may may, to the extent allowed by law, be waived by Seller:

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Hickory Tech Corp), Agreement for Sale and Purchase of Assets (Hickory Tech Corp)

Conditions to Seller’s Obligations. The obligations of Seller to sell the Acquired Assets and to consummate the transactions provided for contemplated hereby are subject, in the discretion of Seller, subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived (in whole or in part) by Seller:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Fischer Imaging Corp), Asset Purchase Agreement (Fischer Imaging Corp)

Conditions to Seller’s Obligations. The obligations of the Seller Parties to consummate the transactions provided for hereby are subject, in subject to the discretion of Sellersatisfaction (or, to the satisfactionextent legally permissible, the waiver by Seller in writing), on or prior to the Closing Date, of each of the following conditions, any of which may be waived by Seller:

Appears in 2 contracts

Samples: Stock and Asset Purchase Agreement (Enzo Biochem Inc), Asset Purchase Agreement (Enzo Biochem Inc)

Conditions to Seller’s Obligations. The obligations of Seller to sell the Assets and to otherwise consummate the transactions provided for hereby contemplated by this Agreement are subject, in the discretion of Seller, to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by Seller:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Western Wireless Corp), Asset Purchase Agreement (Western Wireless Corp)

Conditions to Seller’s Obligations. The obligations of Seller to consummate the transactions provided for hereby contemplated by this Agreement are subject, in the discretion of Seller, to the satisfaction, on or prior to the Closing Date, of each of the following conditions, conditions (any of which may may, in Seller's absolute and sole discretion, be waived by Seller:in whole or in part in writing):

Appears in 2 contracts

Samples: Stock Purchase Agreement (Wilson Greatbatch Technologies Inc), Stock Purchase Agreement (Rent Way Inc)

Conditions to Seller’s Obligations. The obligations of Seller to consummate the transactions provided for hereby are subject, in the reasonable discretion of Seller, to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by Seller:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Coinmach Laundry Corp), Asset Purchase Agreement (Coinmach Corp)

Conditions to Seller’s Obligations. The obligations of Seller to consummate the transactions provided for hereby contemplated by this Agreement are subject, in the discretion of Seller, to the satisfaction, on satisfaction at or prior to the Closing Date, Date of each of the following conditions, any of which may be waived by Seller:.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Bway Corp), Asset Purchase Agreement (Bway Corp)

Conditions to Seller’s Obligations. The obligations of Seller to consummate the transactions provided for hereby are subject, in the reasonable discretion of Seller, to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by Seller:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Eco Soil Systems Inc), Asset Purchase Agreement (Biomerica Inc)

Conditions to Seller’s Obligations. The obligations of Seller Sellers to consummate the transactions provided for hereby contemplated by this Agreement are subject, in the discretion of SellerSellers, to the satisfaction, on or prior to the Closing Date, of each of the following conditions, conditions (any of which may may, in Sellers' absolute and sole discretion, be waived by Seller:in whole or in part in writing):

Appears in 2 contracts

Samples: Stock Purchase Agreement (Rent Way Inc), Stock Purchase Agreement (Rent Way Inc)

Conditions to Seller’s Obligations. The obligations of Seller to consummate the transactions provided for hereby are subject, in the discretion of Seller, subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived in writing by Seller:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Allscripts Inc /Il), Asset Purchase Agreement (Allscripts Inc /Il)

Conditions to Seller’s Obligations. The obligations obligation of Seller SELLER to consummate the transactions provided for hereby are contemplated by this Agreement is subject, in the discretion of SellerSELLER, to the satisfaction, on or prior to the Closing Date, of each of the following conditions, conditions (any of which which, in SELLER's absolute and sole discretion, may be waived by Seller:in whole or in part without impairing or affecting any right of indemnification or other right or remedy under this Agreement):

Appears in 2 contracts

Samples: Stock and Asset Purchase Agreement (New York Regional Rail Corp), Stock and Asset Purchase Agreement (New York Regional Rail Corp)

Conditions to Seller’s Obligations. The obligations obligation of Seller the Sellers to consummate the transactions provided for hereby are subject, in the discretion of Seller, Contemplated Transactions is subject to the satisfaction, on or prior to the Closing Date, satisfaction of each of the following conditions, conditions (any or all of which may may, if permitted by applicable Law, be waived in whole or in part by Sellerthe Sellers in writing) as of the Closing Date:

Appears in 2 contracts

Samples: Equity Purchase Agreement (Esco Technologies Inc), Equity Purchase Agreement (Sonoco Products Co)

Conditions to Seller’s Obligations. The obligations of Seller to consummate the transactions provided for hereby are subject, in the discretion of Seller, subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by SellerSeller in writing:

Appears in 1 contract

Samples: Asset Purchase Agreement (B&g Foods Inc)

Conditions to Seller’s Obligations. The obligations obligation of Seller to consummate the transactions provided for hereby are contemplated by this Agreement, is subject, in the discretion of Seller, to the satisfaction, on or prior to the Closing Date, of each of the following conditions, conditions (any of which which, in Seller’s absolute and sole discretion, may be waived by Seller:in writing in whole or in part without impairing or affecting any right of indemnification or other right or remedy under this Agreement):

Appears in 1 contract

Samples: Stock Purchase Agreement (Mac-Gray Corp)

Conditions to Seller’s Obligations. The Seller's obligations of Seller to consummate the transactions provided for hereby hereunder are subject, in the discretion of Seller, subject to the satisfactionfulfillment, on or prior to before the Closing Date, of each of the following conditions, conditions (any of which may be waived in writing by Seller:):

Appears in 1 contract

Samples: Asset Purchase Agreement (Mri Medical Diagnostics Inc)

Conditions to Seller’s Obligations. The obligations of Seller to sell the Authorizations and to otherwise consummate the transactions provided for hereby contemplated by this Agreement are subject, in the discretion of Seller, to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by Seller:

Appears in 1 contract

Samples: Asset Purchase Agreement (Western Wireless Corp)

Conditions to Seller’s Obligations. The obligations obligation of Seller to consummate the transactions provided for contemplated hereby are subject, in the discretion of Seller, is subject to the satisfaction, on or prior the waiver by the Seller to the Closing Dateextent permitted, of each of the following conditionsconditions at or prior to the Closing, any of which may be waived by Seller:as such term is defined in Article IX.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (PSB Holdings, Inc.)

Conditions to Seller’s Obligations. The obligations of Seller to consummate the transactions provided for hereby contemplated by this Agreement are subject, in the discretion of Seller, subject to the satisfactionsatisfaction (unless waived in writing by Seller upon consultation with, and with the consent of, the required DIP Lenders) of each of the following conditions on or prior to the Closing Date, of each of the following conditions, any of which may be waived by Seller:

Appears in 1 contract

Samples: Asset Purchase Agreement (Rankin Automotive Group Inc)

Conditions to Seller’s Obligations. The obligations obligation of Seller to sell the Acquired Assets and to consummate the transactions provided for contemplated hereby are subject, in the discretion of Seller, subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived (in whole or in part) by Seller:Seller in accordance with Section 12.4 herein.

Appears in 1 contract

Samples: Purchase Agreement (Ha Lo Industries Inc)

Conditions to Seller’s Obligations. The obligations of each Seller to consummate the transactions provided for hereby are subject, in the discretion of Seller, subject to the satisfactionsatisfaction of or waiver by such Seller, on or prior to the Closing DateClosing, of each of the following conditions, any of which may be waived by Seller:

Appears in 1 contract

Samples: Asset Purchase Agreement (Qad Inc)

Conditions to Seller’s Obligations. The obligations of Seller to consummate effect the transactions provided for contemplated hereby are subjectshall be subject to the fulfillment, in the discretion of or written waiver by Seller, to the satisfaction, on at or prior to the Closing Date, of each of the following conditions, any of which may be waived by Seller:

Appears in 1 contract

Samples: Stock Purchase Agreement (RPM Inc/Oh/)

Conditions to Seller’s Obligations. The obligations of Seller to consummate the transactions transaction provided for hereby herein are subject, in at the discretion option of Seller, to the satisfaction, fulfillment on or prior to the Closing Date, Date of each of the following conditions, any of which may be waived by Seller:

Appears in 1 contract

Samples: Purchase and Sale Agreement (Stone Energy Corp)

Conditions to Seller’s Obligations. The obligations of Seller to consummate the transactions provided for hereby are subject, in the discretion of Seller, subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by SellerBuyer:

Appears in 1 contract

Samples: Purchase Agreement (Coso Power Developers)

Conditions to Seller’s Obligations. The obligations of Seller SELLER to ----------------------------------- consummate the transactions provided for hereby Acquisition are subject, in the discretion of Seller, subject to the satisfaction, on or the waiver in writing by SELLER to the extent permitted by applicable law, of the following conditions at or prior to the Closing Date, of each of the following conditions, any of which may be waived by SellerClosing:

Appears in 1 contract

Samples: Office Purchase and Assumption Agreement (Blackhawk Bancorp Inc)

Conditions to Seller’s Obligations. The obligations of Seller to consummate the transactions provided for hereby Sellers are subject, in the discretion of Sellerat theiroption, to the satisfactionfulfillment of Buyer, on or prior to before the Closing Date, of each of the following conditions: (a) The representations and warranties of the respective parties, and the contents of any of which may certificates furnished on their behalf, shall be waived by Seller:true and correct.

Appears in 1 contract

Samples: Stock Purchase Agreement (Az Professional Consultants Inc)

Conditions to Seller’s Obligations. The obligations of Seller to consummate the transactions provided for hereby are subject, in the discretion of Seller, to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by SellerSeller by written notice to Purchaser:

Appears in 1 contract

Samples: Asset Purchase Agreement (Vdi Media)

Conditions to Seller’s Obligations. The obligations of Seller Sellers to consummate the transactions provided for hereby are subject, in the discretion of Seller, to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by Seller:

Appears in 1 contract

Samples: Stock Purchase Agreement (Ursus Telecom Corp)

Conditions to Seller’s Obligations. The obligations obligation of Seller to sell the Acquired Assets and to consummate the transactions provided for contemplated hereby are subject, in the discretion of Seller, subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived (in whole or in part) by Seller:Seller in accordance with Section 11.4 herein.

Appears in 1 contract

Samples: Asset Purchase Agreement (Tc Global, Inc.)

Conditions to Seller’s Obligations. The obligations of Seller to consummate the Sale and the other transactions provided for hereby are subject, in the discretion of Seller, to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by Seller:

Appears in 1 contract

Samples: Asset Purchase Agreement (Reddi Brake Supply Corp)

Conditions to Seller’s Obligations. The obligations of the Seller Parties to consummate the transactions provided for hereby are subject, in the discretion of Sellerthe Seller Parties, to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by Sellerthe Seller Parties in writing:

Appears in 1 contract

Samples: Asset Purchase Agreement (Nextera Enterprises Inc)

Conditions to Seller’s Obligations. The obligations of Seller to transfer the Purchased Assets to Buyer and of Seller to consummate the other transactions provided for contemplated hereby are subject, in the discretion of Seller, subject to the satisfaction, on or prior to before the Closing Date, of each of the following conditions, any each of which may be waived by SellerSeller in its sole discretion:

Appears in 1 contract

Samples: Asset Purchase Agreement (Agri Nutrition Group LTD)

Conditions to Seller’s Obligations. The obligations of Seller to assign the Authorization and to otherwise consummate the transactions provided for hereby contemplated by this Agreement are subject, in the discretion of Seller, to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by Seller:

Appears in 1 contract

Samples: Asset Purchase Agreement (Western Wireless Corp)

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Conditions to Seller’s Obligations. The obligations of Seller to consummate the transactions provided for contemplated hereby are subject, in the discretion of Seller, to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived (in whole or in part) by Seller:Seller in accordance with Section 10.4.

Appears in 1 contract

Samples: Asset Purchase Agreement (First Look Studios Inc)

Conditions to Seller’s Obligations. The obligations of Seller to sell the Shares and to consummate the transactions provided for hereby contemplated by this Agreement are subject, in the discretion of Seller, subject to the satisfaction, or to the waiver in writing by Seller, on or prior to before the Closing Date, of each of the following conditions, any of which may be waived by Sellerconditions set forth below:

Appears in 1 contract

Samples: Stock Purchase Agreement (Career Education Corp)

Conditions to Seller’s Obligations. The Each of the obligations of Seller to consummate the transactions provided for hereby are subject, in the discretion of Seller, be performed hereunder shall be subject to the satisfaction, on satisfaction (or waiver by Seller) at or prior to the Closing Date, of each of the following conditions, any of which may be waived by Seller:

Appears in 1 contract

Samples: Asset Purchase Agreement (Hylete, Inc.)

Conditions to Seller’s Obligations. The obligations of Seller to consummate effect the transactions provided for contemplated hereby are subjectshall be subject to the deliveries required pursuant to Section 2.4(c), in and the discretion of fulfillment, or written waiver by Seller, to the satisfaction, on at or prior to the Closing DateClosing, of each of the following conditions, any of which may be waived by Seller:

Appears in 1 contract

Samples: Purchase Agreement (Atlas Energy Resources, LLC)

Conditions to Seller’s Obligations. The obligations obligation of Seller SELLER to consummate the transactions provided for hereby are subject, in the discretion of Seller, Closing is subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by Seller:SELLER in his discretion.

Appears in 1 contract

Samples: Stock Exchange Agreement (Monar International Inc.)

Conditions to Seller’s Obligations. The obligations obligation of Seller to consummate the transactions provided for hereby are subject, in the discretion of Seller, Transactions shall be subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by SellerSeller in writing:

Appears in 1 contract

Samples: Purchase and Sale Agreement (Trinsic, Inc.)

Conditions to Seller’s Obligations. The obligations of Seller the Sellers to consummate effect the transactions provided for hereby are subject, in the discretion of Seller, Transactions shall be subject to the satisfaction, on satisfaction at or prior to the Closing Date, of each of the following conditions, any or all of which may be waived waived, in whole or in part, to the extent permitted by Sellerapplicable Law:

Appears in 1 contract

Samples: Stock Purchase Agreement (Polaris Venture Partners Iv Lp)

Conditions to Seller’s Obligations. The obligations of Seller to consummate the transactions provided for contemplated hereby and to cause Seller to sell, convey, transfer, assign and deliver its Lottery Assets to Buyer on the Closing Date are subject, in the discretion of Seller, to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by SellerSeller in accordance with Section 10.5:

Appears in 1 contract

Samples: Asset Purchase Agreement (On Point Technology Systems Inc)

Conditions to Seller’s Obligations. The obligations of Seller to consummate perform its obligations at the transactions provided for hereby are subject, in the discretion of Seller, Closing shall be subject to the satisfaction, on satisfaction at or prior to the Closing Date, of each of the following conditions, any one or more of which may be waived by SellerSeller in its sole discretion:

Appears in 1 contract

Samples: Stock Purchase Agreement (Healthways, Inc)

Conditions to Seller’s Obligations. The obligations of Seller to consummate the transactions provided for hereby are subject, in the discretion of Seller, to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by Seller:

Appears in 1 contract

Samples: Asset Purchase Agreement (American Medserve Corp)

Conditions to Seller’s Obligations. The obligations of each Seller to consummate the transactions provided for hereby are subject, in the discretion of such Seller, to the satisfaction, on or prior to the Closing Date, of each of the following conditionsconditions applicable to such Seller, provided, that each Seller shall have the right to waive any such condition, and the parties hereto agree that the Closing constitutes a waiver by such Seller of which may be waived by Seller:any such condition and of any claim or right relating to the subject matter of any such condition.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ameron International Corp)

Conditions to Seller’s Obligations. The All obligations of Seller to consummate the transactions provided for hereby hereunder are subject, in the discretion of Seller, subject to the satisfactionfulfillment, on or prior to or at the Closing DateClosing, of each of the following conditions, any of which may be waived by Seller:

Appears in 1 contract

Samples: Asset Purchase Agreement (American Retirement Corp)

Conditions to Seller’s Obligations. The obligations obligation of Seller to consummate the transactions provided for contemplated hereby are subject, in the discretion of Seller, is subject to the satisfaction, on or prior to before the Closing Date, of each of the following conditions, any of which may be unless waived in writing by SellerSeller in its sole discretion:

Appears in 1 contract

Samples: Asset Purchase Agreement (National Coal Corp)

Conditions to Seller’s Obligations. The obligations of Seller to consummate the transactions provided for hereby are subject, in the discretion of Seller, Transaction shall be subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may may, to the extent allowed by law, be waived by Seller:

Appears in 1 contract

Samples: Purchase and Sale Agreement (Hickory Tech Corp)

Conditions to Seller’s Obligations. The obligations obligation of Seller to ------------------------------------- consummate the transactions provided for contemplated hereby are subject, in the discretion of Seller, is subject to the satisfaction, satisfaction on or prior to the Closing Date, of each of the following conditions, conditions (any of which may be waived by Seller:Seller in writing):

Appears in 1 contract

Samples: Asset Purchase Agreement (Air Methods Corp)

Conditions to Seller’s Obligations. 6 The obligations of Seller to consummate the transactions provided for hereby are subject, in the discretion of Seller, 7 subject to the satisfaction, on or prior to the Closing Date, of each of the following 8 conditions, any of which may be waived by Seller:

Appears in 1 contract

Samples: Asset Purchase Agreement

Conditions to Seller’s Obligations. The obligations of Seller to consummate the transactions provided for hereby Sellers are subject, in the discretion of Sellerat their option, to the satisfactionfulfillment of Buyer, on or prior to before the Closing Date, of each of the following conditions: (a) The representations and warranties of the respective parties, and the contents of any of which may certificates furnished on their behalf, shall be waived by Seller:true and correct.

Appears in 1 contract

Samples: Stock Purchase Agreement (A Z Professional Consultants Inc)

Conditions to Seller’s Obligations. The obligations of Seller to consummate the transactions provided for hereby are subject, in the discretion of Seller, subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by SellerSeller to the extent permitted by applicable Regulations:

Appears in 1 contract

Samples: Asset Purchase Agreement (Pinnacle Foods Group Inc)

Conditions to Seller’s Obligations. The obligations of Seller to sell the Supplemental Purchased Assets and to consummate the transactions provided for contemplated hereby are subject, in the discretion of Seller, subject to the satisfaction, satisfaction on or prior to the Closing Date, of each of the following conditions, any of which may be waived (in whole or in part) by SellerSeller in writing:

Appears in 1 contract

Samples: Supplemental Asset Purchase and Transition Services Agreement

Conditions to Seller’s Obligations. The obligations of Seller with respect to consummate consummation of the transactions provided for hereby in this Agreement are subject, in the discretion of Seller, to the satisfaction, on satisfaction at or prior to before the Closing Date, of each of the following conditions, any of which may be waived by Seller:

Appears in 1 contract

Samples: Stock Purchase Agreement (Integra Lifesciences Holdings Corp)

Conditions to Seller’s Obligations. The obligations of Seller to consummate the transactions provided for hereby are subject, in the discretion of Seller, subject to the satisfaction, on or prior to the Closing Date, of each satisfaction of the following conditions, any of which may be conditions on or before the Closing Date unless waived in writing by Seller:.

Appears in 1 contract

Samples: Asset Purchase Agreement (Trizetto Group Inc)

Conditions to Seller’s Obligations. The obligations obligation of Seller to consummate the transactions provided for hereby are transaction contemplated by this Agreement is subject, in the sole discretion of Seller, to the satisfaction, on or prior to the Closing DateClosing, of each of the following conditions, conditions (any of which may may, in the sole discretion of Seller, be waived by Seller:in whole or in part):

Appears in 1 contract

Samples: Asset Purchase Agreement (Barrister Information Systems Corp)

Conditions to Seller’s Obligations. The obligations of Seller Sellers to consummate the transactions provided for hereby are subject, in the discretion of SellerSellers' Representative, to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by Seller:

Appears in 1 contract

Samples: Stock Purchase Agreement (Lois/Usa Inc)

Conditions to Seller’s Obligations. The obligations obligation of Seller Sellers to consummate the transactions provided for hereby are transaction contemplated by this Agreement is subject, in the sole discretion of SellerSellers, to the satisfaction, on or prior to the Closing DateClosing, of each of the following conditions, conditions (any of which may may, in the sole discretion of Sellers, be waived by Seller:in whole or in part):

Appears in 1 contract

Samples: Asset Purchase and License Agreement (Systemsoft Corp)

Conditions to Seller’s Obligations. The obligations of Seller to consummate ------------------------------------ sell and deliver the transactions provided for hereby Membership Interests at the Closing are subject, in the discretion of Seller, subject to the satisfactionfulfillment, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by SellerSeller in its sole discretion:

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Jones Lang Lasalle Inc)

Conditions to Seller’s Obligations. The obligations of Seller to consummate sell and deliver the transactions provided for hereby Purchased Interests at the Closing are subject, in the discretion of Seller, subject to the satisfactionfulfillment, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by Seller:Seller in its sole discretion (other than the condition as to the Required Statutory Approvals):

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Duquesne Light Holdings Inc)

Conditions to Seller’s Obligations. The obligations of Seller to consummate the transactions provided for contemplated hereby are subject, in the discretion of Seller, to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived in writing by Seller:

Appears in 1 contract

Samples: Asset Purchase Agreement (Verso Technologies Inc)

Conditions to Seller’s Obligations. The obligations of Seller Sellers to consummate effect the transactions provided for contemplated hereby are subject, in the discretion of Seller, shall be subject to the satisfactionfulfilment, on or written waiver by Sellers, at or prior to the Closing Date, of each of the following conditions, any of which may be waived by Seller:

Appears in 1 contract

Samples: Share Purchase Agreement (Security Associates International Inc)

Conditions to Seller’s Obligations. The obligations of Seller Sellers and the Company to consummate the transactions provided for hereby are subject, in the discretion of Seller, subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by SellerSellers:

Appears in 1 contract

Samples: Stock Purchase Agreement (Rental Service Corp)

Conditions to Seller’s Obligations. The obligations of Seller Sellers to consummate the transactions provided for transaction contemplated hereby on the Closing Date are subject, in the discretion of SellerSellers, to the satisfactionsatisfaction or waiver, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by Seller:

Appears in 1 contract

Samples: Stock Purchase Agreement (General Cigar Holdings Inc)

Conditions to Seller’s Obligations. The obligations obligation of Seller to effect the Closing and consummate the transactions provided for hereby are subject, in the discretion of Seller, Transactions is subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by SellerSeller in its discretion:

Appears in 1 contract

Samples: Asset Purchase Agreement (Mediabistro Inc.)

Conditions to Seller’s Obligations. The obligations of Seller to consummate the transactions provided for hereby are subject, in the discretion of Seller, Transactions shall be subject to the satisfaction, on or prior to before the Closing DateClosing, of each all of the following conditions, any or all of which may be waived by Seller in its sole discretion only by a written instrument signed by Seller:

Appears in 1 contract

Samples: Sale, Purchase and Escrow Agreement (MPG Office Trust, Inc.)

Conditions to Seller’s Obligations. The obligations of Seller and the Shareholders to consummate the transactions provided for hereby are subject, in the discretion of Seller, subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived in writing by SellerSeller and the Shareholders:

Appears in 1 contract

Samples: Asset Purchase Agreement (Allscripts Inc /Il)

Conditions to Seller’s Obligations. The obligations of Seller to consummate effect the transactions provided for hereby Closing are subject, in the discretion of Seller, to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by Seller:

Appears in 1 contract

Samples: Asset Purchase Agreement (Amedisys Inc)

Conditions to Seller’s Obligations. The obligations of Seller the Sellers to consummate the transactions provided for hereby contemplated by this Agreement are subject, in the sole discretion of Sellerthe Sellers, to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by Sellerthe Sellers:

Appears in 1 contract

Samples: Asset Purchase Agreement (Carlisle Companies Inc)

Conditions to Seller’s Obligations. The obligations of Seller with respect to consummate consummation of the transactions provided for hereby in this Agreement are subject, in the discretion of Seller, to the satisfaction, on satisfaction or prior to waiver at or before the Closing Date, of each of the following conditions, any of which may be waived by Seller:

Appears in 1 contract

Samples: Stock Purchase Agreement (I Flow Corp /De/)

Conditions to Seller’s Obligations. The obligations of Seller to consummate the transactions provided for hereby contemplated by this Agreement are subject, in the discretion of Seller, to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by Seller:

Appears in 1 contract

Samples: Asset Purchase Agreement (Cherokee Inc)

Conditions to Seller’s Obligations. The obligations of the Seller to consummate the transactions provided for hereby are subject, in the discretion of Sellerat its option, to the satisfactionfulfillment by the Buyer, on or prior to before the Closing Date, of each of the following conditions, any of which may be waived by Seller:

Appears in 1 contract

Samples: Sale and Purchase of Shares Agreement (Digs Inc)

Conditions to Seller’s Obligations. The obligations of Seller Sellers to consummate effect the transactions provided for hereby Closing are subject, in the discretion of SellerSellers, to the satisfaction, on or prior to the Closing DateClosing, of each of the following conditions, any of which may be waived by SellerSellers:

Appears in 1 contract

Samples: Purchase and Sale Agreement (Magnetek Inc)

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