Conditions to the Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of the following conditions, which may, to the extent permitted by applicable Law, be waived in writing by Seller in its sole discretion:
Appears in 8 contracts
Samples: Share Purchase Agreement (Equitrans Midstream Corp), Share Purchase Agreement (Equitrans Midstream Corp), Share Purchase Agreement (Equitrans Midstream Corp)
Conditions to the Obligations of Seller. The obligations obligation of Seller to consummate effect the transactions contemplated by this Agreement shall be hereby is also subject to the fulfillmentsatisfaction (or waiver in writing if permissible under applicable law), at or prior to the Closing, of the following conditions, which may, to the extent permitted by applicable Law, be waived in writing by Seller in its sole discretion:
Appears in 5 contracts
Samples: Asset Purchase Agreement (Irobot Corp), Asset Purchase Agreement (Princeton Review Inc), Asset Purchase Agreement (Princeton Review Inc)
Conditions to the Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated by this Agreement shall be is subject to the fulfillment, at or fulfillment prior to or at the Closing, of the following conditions, conditions (any or all of which may, may be waived by Seller in whole or in part to the extent permitted not prohibited by applicable Law, be waived in writing by Seller in its sole discretion:Laws):
Appears in 3 contracts
Samples: Stock Purchase Agreement (Merit Medical Systems Inc), Stock Purchase Agreement (Merit Medical Systems Inc), Stock Purchase Agreement (Merit Medical Systems Inc)
Conditions to the Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, fulfillment at or prior to the Closing, Closing of each of the following conditions, any and all of which may, may be waived in whole or in part by Seller to the extent permitted by applicable Law, be waived in writing by Seller in its sole discretion:
Appears in 3 contracts
Samples: Stock Purchase Agreement (Cott Corp /Cn/), Stock Purchase Agreement (American Greetings Corp), Participation Interest Purchase Agreement (BMB Munai Inc)
Conditions to the Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be are, unless otherwise waived by Seller, subject to the fulfillment, at or prior to the Closing, fulfillment of the following conditions, which may, to the extent permitted by applicable Law, be waived in writing by Seller in its sole discretion:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Maxwell Technologies Inc), Asset Purchase Agreement (Titan Corp)
Conditions to the Obligations of Seller. The obligations of Seller Sellers to consummate the transactions contemplated by this Agreement shall be are subject to the fulfillment, fulfillment at or prior to the Closing, Closing of each of the following conditions, conditions (any or all of which may, to the extent permitted by applicable Law, may be waived in writing whole or in part by Seller in its sole discretion:Sellers):
Appears in 2 contracts
Samples: Asset Transfer Agreement (Vanda Pharmaceuticals Inc.), Asset Transfer Agreement (Vanda Pharmaceuticals Inc.)
Conditions to the Obligations of Seller. The obligations of Seller to consummate effect the transactions contemplated by this Agreement hereby shall be subject to its receipt of the deliveries contemplated by Section 2.03 hereof and to the fulfillment, or written waiver by Seller, at or prior to the Closing, Closing of each of the following conditions, which may, to the extent permitted by applicable Law, be waived in writing by Seller in its sole discretion:
Appears in 2 contracts
Samples: Securities Purchase Agreement (Us Industries Inc /De), Securities Purchase Agreement (Us Industries Inc /De)
Conditions to the Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to are expressly conditioned upon satisfaction of the fulfillment, at following conditions on or prior to the Closing, of the following conditions, which may, Closing Date with respect to the extent permitted subject transaction, unless waived by applicable LawSeller; provided, that any such condition precedent within the direct control Seller shall not be waived in writing by Seller in its sole discretiondeemed a condition precedent with respect to Seller’s obligations to consummate the transactions:
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Greenbrier Companies Inc), Purchase and Sale Agreement (Greenbrier Companies Inc)
Conditions to the Obligations of Seller. The obligations of Seller hereunder to consummate the transactions contemplated by this Agreement shall be are subject to the fulfillment, at or prior to the before each Closing, of each of the following conditions, conditions (all or any of which may, to the extent permitted by applicable Law, may be waived in writing in whole or in part by Seller in its sole reasonable discretion:):
Appears in 2 contracts
Samples: Heloc Flow Purchase and Servicing Agreement (PennyMac Financial Services, Inc.), Heloc Flow Purchase and Servicing Agreement (PennyMac Mortgage Investment Trust)
Conditions to the Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by under this Agreement shall be are subject to the fulfillment, at or prior to the Closing, of the following conditions, which may, to the extent permitted by applicable Law, be conditions (unless waived in writing by Seller in its sole discretion:writing at the Closing):
Appears in 2 contracts
Samples: Asset Purchase Agreement (Alphanet Solutions Inc), Asset Purchase Agreement (Snap2 Corp)
Conditions to the Obligations of Seller. The obligations of Seller hereunder to consummate the transactions contemplated by this Agreement shall be are subject to the fulfillment, at or prior to before the Closing, of each of the following conditions, conditions (all or any of which may, to the extent permitted by applicable Law, may be waived in writing in whole or in part by Seller in its sole reasonable discretion:):
Appears in 1 contract
Samples: Purchase and Assumption Agreement (BofI Holding, Inc.)
Conditions to the Obligations of Seller. The obligations of Seller to consummate effect the Sale and the transactions contemplated by this Agreement shall be subject to the fulfillment, at fulfillment or waiver by Seller on or prior to the Closing, Closing Date of each of the following conditions, which may, to the extent permitted by applicable Law, be waived in writing by Seller in its sole discretion:
Appears in 1 contract
Samples: Stock Purchase Agreement (Simmons First National Corp)
Conditions to the Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated by this Agreement shall be are further subject to the fulfillment, at satisfaction (or prior to the Closing, of the following conditions, which maywritten waiver, to the extent permitted by applicable Law, be waived in writing by Seller in its sole discretion) prior to the Closing of each of the following conditions:
Appears in 1 contract
Samples: Stock Purchase Agreement (Renaissancere Holdings LTD)
Conditions to the Obligations of Seller. The With respect to the transaction contemplated under this Agreement, the obligations of Seller to consummate the transactions contemplated by this Agreement shall be hereunder are subject to the fulfillment, at or prior to the Closing, fulfillment of the following conditionsconditions prior to or on the Closing Date, which may, to the extent permitted by applicable Law, be unless waived in writing by Seller in its sole discretion:Seller.
Appears in 1 contract
Samples: Asset Purchase Agreement
Conditions to the Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement hereby shall be subject to the fulfillment, at fulfillment on or prior to the Closing, Closing Date of all the following conditionscondition, which may, to the extent permitted by applicable Law, may be waived in writing by Seller in its sole discretionat the option of Seller:
Appears in 1 contract
Conditions to the Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the each Closing, of the following conditions, which may, to the extent permitted by applicable Law, be waived in writing by Seller in its sole discretion:
Appears in 1 contract
Conditions to the Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall are, at Seller's option (but only to the extent such conditions may be waived as a matter of law), subject to the fulfillment, at or prior to the Closing, fulfillment of the following conditions, which may, conditions prior to or on the extent permitted by applicable Law, be waived in writing by Seller in its sole discretionClosing Date:
Appears in 1 contract
Conditions to the Obligations of Seller. The obligations of Seller hereunder to consummate the transactions contemplated by this Agreement shall be are subject to the fulfillment, at or prior to before the Closing, of each of the following conditions, conditions (all or any of which may, to the extent permitted by applicable Law, may be waived in writing in whole or in part by Seller in its sole reasonable discretion:): (a)
Appears in 1 contract
Samples: Purchase and Assumption Agreement
Conditions to the Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by as set forth in this Agreement shall will be subject to the fulfillment, fulfillment at or prior to the Closing, Closing Date of the following conditions, any or all of which may, to the extent permitted by applicable Law, may be waived in writing in whole or in part by Seller in its sole discretionSeller:
Appears in 1 contract
Conditions to the Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillmentsatisfaction or waiver (where permissible), at or prior to the Closing, of each of the following conditions, which may, to the extent permitted by applicable Law, be waived in writing by Seller in its sole discretion:
Appears in 1 contract
Samples: Asset Purchase Agreement (Washington Group International Inc)
Conditions to the Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be are subject to the fulfillment, at or prior to the Closing, satisfaction of the following conditions, conditions (any of which may, to at the extent permitted by applicable Lawoption of Seller, be waived in writing by Seller in its sole discretion:it or to Closing hereunder):
(i) Order, Decree or Judgment. There being no order, decree or judgment of any court, regulatory authority or other governmental body having competent jurisdiction enjoining or otherwise affecting the consummation of the transactions contemplated by this Agreement.
Appears in 1 contract
Conditions to the Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may, to the extent permitted by applicable Law, be waived in writing by Seller in its sole discretion:
Appears in 1 contract
Conditions to the Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be are subject to the fulfillment, at or prior to fulfillment in all material respects as of the Closing, Closing of the following conditions, conditions (any or all of which may, to the extent permitted by applicable Law, be waived in writing by Seller in its sole discretion:may waive):
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Creek Road Miners, Inc.)
Conditions to the Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillmentsatisfaction or written waiver, at on or prior to before the ClosingClosing Date, of each of the following conditions, which may, to the extent permitted by applicable Law, be waived in writing by Seller in its sole discretion:
Appears in 1 contract
Samples: Purchase and Sale Agreement (Arv Assisted Living Inc)
Conditions to the Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be are subject to the fulfillmentsatisfaction or waiver (where permissible), at or prior to the Closing, of each of the following conditions, which may, to the extent permitted by applicable Law, be waived in writing by Seller in its sole discretion:
Appears in 1 contract
Conditions to the Obligations of Seller. The obligations of Seller to consummate the transactions purchase and sale contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any one or more of which may, to the extent permitted by applicable Law, may be waived in writing by Seller in its sole discretionSeller:
Appears in 1 contract
Conditions to the Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, fulfillment at or prior to the Closing, Closing Date of each of the following conditions, any and all of which may, may be waived in whole or in part by Seller to the extent permitted by applicable Law, be waived in writing by Seller in its sole discretionlaw:
Appears in 1 contract
Samples: Stock Purchase Agreement (Benchmark Electronics Inc)
Conditions to the Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated by this Agreement shall be is subject to the fulfillment, at on or prior to the ClosingClosing Date, of each of the following conditions, conditions (any or all of which may, may be waived in writing by Seller in whole or in part to the extent permitted by applicable Law, be waived in writing by Seller in its sole discretion:):
Appears in 1 contract
Conditions to the Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, which may, to the extent permitted by applicable Law, be waived in writing by Seller in its sole discretion:
Appears in 1 contract
Conditions to the Obligations of Seller. The obligations obligation of Seller to consummate the transactions contemplated by this Agreement shall be is subject to the fulfillment, satisfaction at or prior to the Closing, Closing of the following conditions, which mayconditions (unless waived, to the extent permitted by applicable Law, be waived in writing by Seller in its sole discretion:Seller):
Appears in 1 contract
Samples: Stock Purchase Agreement (Hayes Lemmerz International Inc)
Conditions to the Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by under this Agreement to effect the sale of the Assets to Buyer and to perform its other obligations hereunder to be performed at the Closing shall be subject to the fulfillment, fulfillment at or prior to the Closing, Closing of each of the following additional conditions, any one or more of which may, to the extent permitted by applicable Law, may be waived in writing by Seller in its sole discretionSeller:
Appears in 1 contract
Conditions to the Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, fulfillment at or prior to the Closing, Closing of each of the following conditions, any and all of which may, may be waived in whole or in part by Seller to the extent permitted by applicable Law, be waived in writing by Seller in its sole discretionlaw:
Appears in 1 contract
Samples: Purchase Agreement (Hardinge Inc)
Conditions to the Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be hereby are subject to the fulfillment, fulfillment at or prior to the Closing, Closing of the following conditions, any or all of which may, may be waived in whole or in part by Seller to the extent permitted by applicable Law, be waived in writing by Seller in its sole discretion:: (Page 54 of 252 Pages)
Appears in 1 contract
Samples: Asset Purchase Agreement (Transmedia Network Inc /De/)
Conditions to the Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall will be subject to the fulfillment, fulfillment at or prior to the Closing, Closing of each of the following conditions, any and all of which may, may be waived in whole or in part by Seller to the extent permitted by applicable Law, be waived in writing by Seller in its sole discretionLegal Requirement:
Appears in 1 contract
Samples: Asset Purchase Agreement (Navidea Biopharmaceuticals, Inc.)
Conditions to the Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be are subject to the fulfillment, at or prior to the Closing, satisfaction of the following conditions, any one or more of which may, to the extent permitted by applicable Law, may be waived in writing by Seller in its sole discretionSeller:
Appears in 1 contract