Conditions to Obligation to Close. (a) Conditions to Obligation of the Purchaser. The obligation of the Purchaser to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:
Conditions to Obligation to Close. (a) Conditions to Obligation of the Buyer (b) Conditions to Obligation of the Seller
Conditions to Obligation to Close. 26 7.1 Conditions to Obligation of the Buyer....................................................... 26 7.2 Conditions to Obligation of the Seller...................................................... 27
Conditions to Obligation to Close. 10.1 Conditions to Each Party's Obligation. The respective obligations of American Spectrum or the Operating Partnership, the Partners or Members and the Merging Entity to consummate the transactions contemplated by this Agreement are subject to the fulfillment at or prior to the Closing Date of each of the following conditions, which conditions may be waived upon the written consent of American Spectrum or the Operating Partnership and the Partners or Members:
Conditions to Obligation to Close. Section 8.01
Conditions to Obligation to Close. All proceedings to be taken and all documents to be exchanged and delivered by all parties at the Closing shall be deemed to have been taken and executed simultaneously unless otherwise provided in this Agreement, and no proceedings shall be deemed taken nor any documents executed or delivered until all have been taken, executed, and delivered.
Conditions to Obligation to Close. Each and every obligation of Buyer and Seller to be performed in connection with the Closing on the Closing Date shall be subject to the satisfaction of the following conditions:
Conditions to Obligation to Close. 32 8.1 Conditions to Obligation of Buyer 32 8.2 Conditions to Obligation of Sellers 34 ARTICLE IX: ESCROW 35 ARTICLE X: INDEMNIFICATION 35 10.1 Survival of Representations and Warranties 35 10.2 Indemnification by Sellers and Seller Parties 36 10.3 Indemnification by Buyer and Parent 36 10.4 Payment 37 10.5 Survival of Representations, Warranties and Covenants; Time Limitations; Indemnity Periods 37 10.6 Limitations on Amount of Liability 38 10.7 Third-Party Claims 38 10.8 Other Claims 40 10.9 Reduction by Insurance Proceeds 40 10.10 Exclusive Remedy 40 ARTICLE XI: GENERAL PROVISIONS 41 11.1 Expenses 41 11.2 Public Announcements 41 11.3 Notices 41 11.4 Governing Law 42 11.5 Dispute Resolution 42 11.6 Further Assurances 42 11.7 Waiver; Remedies Cumulative 43 11.8 Entire Agreement and Modification 43 11.9 Assignments, Successors and No Third-Party Rights 43 11.10 Severability 43 11.11 Construction 43 11.12 Execution of Agreement 43 11.13 Time of Essence 44 11.14 Preservation of Electronic Materials 44 Exhibit A Xxxx of Sale and Assignments Exhibit B Assignment Agreement Exhibit C Employment Documents Exhibit D Employment Arrangement with Xxx Xxxxxxx Exhibit E Assumption Agreement Exhibit F Draft Press Release Exhibit G Amendment to Real Estate Lease ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the “Agreement”) is entered into on July , 2012, by and among PCTelWorx, Inc., a Delaware corporation (“Buyer”), Buyer’s parent company, PCTEL, Inc., a Delaware corporation, (“Parent”), and TelWorx Communications, LLC, a North Carolina limited liability company (“TelWorx”), TelWorx U.K. Limited, a company formed in the United Kingdom (“TelWorx UK”), TowerWorx LLC, an Oklahoma limited liability company (“TowerWorx”), and TowerWorx International, Inc., a North Carolina corporation (“TowerWorx Intl”) (collectively, the “Sellers”). Buyer and Sellers are referred to collectively herein as the “Parties” and individually herein as a “Party.” Xxx Xxxxxxx and Xxxxxx Xxxxxxx (“Seller Parties”) are additional Parties hereto for the limited purpose of Articles V and X below.
Conditions to Obligation to Close. Notwithstanding anything to the contrary contained in this Agreement, neither Transferor nor Transferee shall be obligated to consummate this Agreement if, for any reason, Transferee will not, concurrently with the closing of this transaction, also acquire the following real estate projects: Loma Square, North County Plaza, El Centro Center, Vineyards Marketplace, and Xxxxxx Xxxxx in Bakersfield ( the "Included Projects")."
Conditions to Obligation to Close. The respective obligations of each of the parties to this Agreement to consummate the transactions which are to be effected at the Closing hereunder shall be subject to the satisfaction or waiver of the following conditions; provided that any waiver by AWT must be approved by a majority of the Special Committee.
