Conditions Generally Sample Clauses
Conditions Generally. Each condition precedent in this Agreement is material to the transactions contemplated by this Agreement, and time is of the essence with respect to each condition precedent. Lenders may fund any Borrowing without all conditions being satisfied, but, to the extent permitted by Governmental Requirements, such funding shall not be deemed to be a waiver of the requirement that each condition precedent be satisfied as a prerequisite for any subsequent funding or issuance, unless Lenders specifically waive each item in writing.
Conditions Generally. The foregoing conditions are for the benefit only of the party for whom they are specified to be conditions precedent and such party may, in its sole discretion, waive any or all of such conditions and close title under this Agreement without any increase in, abatement of or credit against the Purchase Price.
Conditions Generally. For purposes of this Agreement, there shall be conditions which must be satisfied or waived prior to the Closing. PGE’s obligation to cause the Closing to occur is subject to the satisfaction, or waiver in writing by PGE, of each of the PGE Conditions Precedent, and Seller’s obligation to cause the Closing to occur is subject to the satisfaction or waiver in writing by Seller, of each of the Seller Conditions Precedent, in each case within the applicable time periods herein. Seller and PGE expressly acknowledge and agree that each of the
(a) PGE Conditions Precedent are for the sole benefit of and may only be waived by PGE in writing, and (b) Seller Conditions Precedent are for the sole benefit of and may only be waived by Seller in writing.
Conditions Generally. If any of the foregoing conditions are -------------------- not fulfilled at the time set forth herein for Closing, Purchaser may only, at Purchaser's option, either:
(a) Waive the unfulfilled condition or conditions and consummate Closing hereunder; or
(b) Terminate this Agreement pursuant to Article XII hereof. It is agreed that if Purchaser is informed in writing by the Stockholders or the Company at or before the time of Closing of any breach or non-fulfillment of any warranty, representation or covenant by the Stockholders or the Company or non-fulfillment of any condition, and Purchaser does not elect to terminate this Agreement and proceeds to consummate Closing hereunder, then Purchaser shall be deemed to have waived its rights with respect to the applicable warranty, representation, covenant or condition.
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Conditions Generally. The obligation of the parties to this Agreement to consummate each of the First Closing and the Second Closing, respectively, in accordance with the terms of this Agreement is subject to the satisfaction (or waiver in writing by the Company and Purchasers) at or prior to such Closing of the conditions set forth below.
(a) All authorizations, consents, orders or approvals of, or material declarations or filings with or expiration of waiting periods imposed by, applicable Law necessary for the consummation of the transactions contemplated hereby shall have been obtained or made or shall have occurred, in each case, except as would not reasonably be expected to have a Material Adverse Effect on the Company or the Company Group, taken as a whole.
(b) No Law or injunction enacted, entered, promulgated, enforced or issued by any Governmental Entity preventing the consummation of the transactions contemplated hereby shall be in effect.
Conditions Generally. The party responsible for fulfillment of a condition will exercise reasonable efforts to fulfill the condition.
Conditions Generally. The foregoing conditions are for the -------------------- benefit only of the party for whom they are specified to be conditions precedent and Buyer, in its discretion, or Sellers may, in their sole discretion, waive any or all such conditions.
Conditions Generally. In the event that either of the parties hereto (a “Waiving Party”) waives a condition precedent to its performance hereunder, or otherwise elects to proceed with the Closing despite the fact that one or more conditions precedent to its performance have not been satisfied, such action by the Waiving Party shall in no way be deemed a waiver of any payment, indemnification or other rights of the Waiving Party with respect to such condition, and the Waiving Party shall be entitled, following the Closing, to pursue any and all available remedies at law or equity with respect thereto; provided, however, if the Waiving Party had actual knowledge of such condition when the condition was waived, then the Waiving Party shall not be entitled to pursue any remedies at law or equity with respect thereto.
Conditions Generally. For purposes of this Agreement, there will be conditions which must be satisfied or waived prior to the Closing. Buyer’s obligation to cause the Closing to occur is subject to the satisfaction, or waiver in writing by Buyer, of each of the Buyer Conditions Precedent, and Seller’s obligation to cause the Closing to occur is subject to the satisfaction or waiver in writing by Seller, of each of the Seller Conditions Precedent, in each case within the applicable time periods in this Agreement. Seller and Buyer expressly acknowledge and agree that each of the (i) conditions in the Buyer Conditions Precedent are for the sole benefit of and may only be waived by Buyer in writing, and (ii) conditions in the Seller Conditions Precedent are for the sole benefit of and may only be waived by Seller in writing.