Common use of General Conditions Clause in Contracts

General Conditions. The respective obligations of each party 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 any party in its sole discretion (provided that such waiver shall only be effective as to the obligations of such party):

Appears in 10 contracts

Samples: Agreement and Plan of Merger (Veritone, Inc.), Agreement and Plan of Merger (Aldeyra Therapeutics, Inc.), Merger Agreement (Upland Software, Inc.)

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General Conditions. The respective obligations of each party 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 any party in its sole discretion (provided provided, that such waiver shall only be effective as to the obligations of such party):

Appears in 10 contracts

Samples: Agreement and Plan of Merger (SomaLogic, Inc.), Transaction Agreement (StepStone Group Inc.), Merger Agreement (Veritone, Inc.)

General Conditions. The respective obligations obligation of each party the Parties to consummate the transactions contemplated by this Agreement shall be (the “Transactions”) at the Closing is subject to the fulfillment, at or prior to the Closing, fulfillment of each of the following conditions, conditions prior to or at the Closing (any or all of which may, to the extent permitted by applicable Law, may be waived in writing in whole or in part by any party in its sole discretion (provided that such waiver shall only be effective as to the obligations of such partyboth Parties):

Appears in 4 contracts

Samples: Asset Purchase Agreement (Journey Medical Corp), Asset Purchase Agreement (Journey Medical Corp), Asset Purchase Agreement (Journey Medical Corp)

General Conditions. The respective obligations of each party the Parties to consummate the transactions contemplated by this Agreement Transactions 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 a writing signed by any party all Parties, in its the sole discretion (provided that such waiver shall only be effective as to the obligations of such party):each Party:

Appears in 3 contracts

Samples: Share and Asset Purchase Agreement (Alibaba Group Holding LTD), Share and Asset Purchase Agreement (Yahoo Inc), Share and Asset Purchase Agreement (Alibaba Group Holding LTD)

General Conditions. The respective obligations of each party to consummate each of the transactions Transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the applicable Closing, of each of the following conditions, any of which may, to the extent permitted by applicable Applicable Law, be waived in writing by any party in its sole discretion (provided that such waiver shall only be effective as to the obligations of such party):

Appears in 2 contracts

Samples: Contribution and Sale Agreement (EQT Midstream Partners, LP), Contribution and Sale Agreement

General Conditions. The respective obligations of each party to consummate the transactions contemplated by this Agreement Merger 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 any party in its sole discretion (provided provided, that such waiver shall only be effective as to the obligations of such party):

Appears in 2 contracts

Samples: Merger Agreement (Endocare Inc), Merger Agreement (Healthtronics, Inc.)

General Conditions. The respective obligations of each party 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 Applicable Law, be waived in writing by any party in its sole discretion (provided that such waiver shall only be effective as to the obligations of such party):

Appears in 2 contracts

Samples: Contribution Agreement (EQT Midstream Partners, LP), Merger Agreement (EQT Midstream Partners, LP)

General Conditions. The respective obligations of each party the Parties to consummate the transactions contemplated by this Agreement Transactions 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 LawLaws, be waived in a writing signed by any party all Parties, in its the sole discretion (provided that such waiver shall only be effective as to the obligations of such party):each Party:

Appears in 2 contracts

Samples: Framework Agreement (JD.com, Inc.), Framework Agreement (JD.com, Inc.)

General Conditions. The respective obligations of each party to this Agreement to consummate the transactions contemplated by this Agreement Transactions shall be subject to the fulfillmentfollowing conditions, at or unless waived in writing prior to the Closing, of each of the following conditions, any of which may, to the extent permitted Closing Date by applicable Law, be waived in writing by any party in its sole discretion (provided that such waiver shall only be effective as to the obligations of such party)::

Appears in 2 contracts

Samples: Stock Purchase Agreement (Castellum, Inc.), Stock Purchase Agreement (Castellum, Inc.)

General Conditions. The respective obligations of each party to consummate the Merger and the other 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 any party in its sole discretion (provided that such waiver shall only be effective as to the obligations of such party):

Appears in 1 contract

Samples: Merger Agreement (H&r Block Inc)

General Conditions. The respective obligations of each party to consummate the transactions contemplated by this Agreement to be performed at the Closing shall be subject to the fulfillmentsatisfaction, 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 any party in its sole discretion (provided provided, that such waiver shall only be effective as to the obligations of such party):

Appears in 1 contract

Samples: Securities Purchase Agreement (Algonquin Power & Utilities Corp.)

General Conditions. The respective obligations of each party to consummate the Merger and the other 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 any party in its sole discretion (provided provided, that such waiver shall only be effective as to the obligations of such party):

Appears in 1 contract

Samples: Merger Agreement (Integral Systems Inc /Md/)

General Conditions. The respective obligations of each party Party to consummate the transactions contemplated by this Agreement Transactions shall be subject to the fulfillmentfulfilment, 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 any party in its sole discretion (provided provided, that such waiver shall only be effective as to the obligations of such party):

Appears in 1 contract

Samples: Purchase Agreement (Cornerstone OnDemand Inc)

General Conditions. The respective obligations of each party the Parties to consummate the transactions contemplated by this Agreement shall will 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 conditions unless waived in writing by any party in its sole discretion (provided that such waiver shall only be effective as to the obligations of such party):all Parties:

Appears in 1 contract

Samples: Equity Purchase Agreement (Aegion Corp)

General Conditions. The respective obligations of each party hereto to consummate each of the transactions Transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the applicable Closing, of each of the following conditions, any of which may, to the extent permitted by applicable Applicable Law, be waived in writing by any party hereto in its sole discretion (provided that such waiver shall only be effective as to the obligations of such party):

Appears in 1 contract

Samples: Contribution and Sale Agreement (EQT Midstream Partners, LP)

General Conditions. The respective obligations of each party to consummate the transactions contemplated by this Agreement hereby 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 any party in its sole discretion (provided provided, that such waiver shall only be effective as to the obligations of such party):

Appears in 1 contract

Samples: Merger Agreement (Green Dot Corp)

General Conditions. The respective obligations of each party Party to consummate the transactions contemplated by this Agreement Transactions shall be subject to the fulfillmentfulfilment, 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 any party Party in its sole discretion (provided provided, that such waiver shall only be effective as to the obligations of such partyParty):

Appears in 1 contract

Samples: Stock Purchase Agreement (Progress Software Corp /Ma)

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General Conditions. The respective obligations of each party to this Agreement to consummate the transactions contemplated by this Agreement Transactions shall be subject to the fulfillmentfollowing conditions, at or unless waived in writing prior to the Closing, of Closing Date by each of the following conditions, any of which may, to the extent permitted by applicable Law, be waived in writing by any party in its sole discretion (provided that such waiver shall only be effective as to the obligations of such party)::

Appears in 1 contract

Samples: Merger Agreement (HSW International, Inc.)

General Conditions. The respective obligations of each party the parties 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 any party in its sole discretion (provided provided, that such waiver shall only be effective as to the obligations of such party):

Appears in 1 contract

Samples: Contribution and Purchase Agreement (United Surgical Partners International Inc)

General Conditions. The respective obligations of each party 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 any party in its sole discretion (provided provided, that such waiver shall only be effective as to the obligations conditions for the benefit of such party):

Appears in 1 contract

Samples: Merger Agreement (Amazon Com Inc)

General Conditions. The respective obligations of each party 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 any party in its sole discretion (provided that such waiver shall only be effective as to the obligations of such party):

Appears in 1 contract

Samples: Merger Agreement (Kenexa Corp)

General Conditions. The respective obligations of each party 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 Acquiror (with respect to the Company or any party Stockholder) or the Company (with respect to Acquiror or Sub) in its sole discretion (provided that such waiver shall only be effective as to the obligations of such party):discretion:

Appears in 1 contract

Samples: Merger Agreement (Adept Technology Inc)

General Conditions. The respective obligations of each party to consummate the transactions contemplated by this Agreement Transactions 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 any party in its sole discretion (provided provided, that such each party’s waiver shall only be effective insofar as such condition relates to the obligations of such partyits own obligations):

Appears in 1 contract

Samples: Merger Agreement (Rubicon Project, Inc.)

General Conditions. The respective obligations of each party Party hereto to consummate the transactions contemplated by this Agreement Transactions shall be subject to the fulfillmentsatisfaction (or, to the extent legally permissible, waiver in writing), 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 any party in its sole discretion (provided that such waiver shall only be effective as to the obligations of such party)::

Appears in 1 contract

Samples: Stock Purchase Agreement (Nn Inc)

General Conditions. The respective obligations of each party the Parties 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 any party Party in its sole discretion (provided provided, that such waiver shall only be effective as to the obligations of such partyParty):

Appears in 1 contract

Samples: Unit Purchase Agreement (VERRA MOBILITY Corp)

General Conditions. The respective obligations of each party to consummate the transactions contemplated by this Agreement Transactions 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 orally or in writing by any party in its sole discretion (provided provided, that such each party’s waiver shall only be effective insofar as to the obligations of such partycondition relates to its own obligations):

Appears in 1 contract

Samples: Merger Agreement (Rubicon Project, Inc.)

General Conditions. The respective obligations of each party the Parties 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 any party either Buyer or Seller Group in its sole discretion (provided that such waiver shall only be effective as to the obligations of such party):

Appears in 1 contract

Samples: Master Business Transfer Agreement (Zynga Inc)

General Conditions. The respective obligations of each party 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 any party in its sole discretion Acquiror (provided that such waiver shall only be effective as with respect to the obligations of such partyCompany or any Stockholder) or the Company (with respect to Acquiror or Sub):

Appears in 1 contract

Samples: Merger Agreement (Adept Technology Inc)

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