Agreements and Covenants. The Seller shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time.
Appears in 19 contracts
Samples: Merger Agreement (Baylake Corp), Merger Agreement (First Business Financial Services, Inc.), Merger Agreement (First Indiana Corp)
Agreements and Covenants. The Seller shall have performed or complied with, in all material respects with respects, all agreements and covenants required by this Agreement to be performed or complied with by it Seller on or prior to the Effective TimeClosing.
Appears in 8 contracts
Samples: Purchase and Sale Agreement (Rayonier, L.P.), Purchase and Sale Agreement (Rayonier, L.P.), Purchase and Sale Agreement (Potlatch Corp)
Agreements and Covenants. The Seller shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing Date.
Appears in 6 contracts
Samples: Sale and Purchase Agreement, Sale and Purchase Agreement (Cabot Corp), Sale and Purchase Agreement (Cabot Corp)
Agreements and Covenants. The Seller shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to before the Effective TimeClosing.
Appears in 5 contracts
Samples: Stock Purchase Agreement (Gaylord Entertainment Co /De), Stock Purchase Agreement (Interval Leisure Group, Inc.), Stock Purchase Agreement (Interval Leisure Group, Inc.)
Agreements and Covenants. The Seller shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Vertex Energy Inc.), Acquisition Agreement (Alphatec Holdings, Inc.), Asset Purchase Agreement (R.V.B. Holdings LTD)
Agreements and Covenants. The Seller and the Company shall have performed or in all material respects all of their obligations and complied in all material respects with all of its agreements and covenants required by under this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing Date.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (MICT, Inc.), Agreement and Plan of Merger (Tingo, Inc.), Agreement and Plan of Merger (Tingo, Inc.)
Agreements and Covenants. The Each Seller shall have performed or and complied in all material respects with all agreements and of its covenants hereunder that are required by this Agreement to be performed or complied with by it on or such Seller prior to the Effective TimeClosing.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Aurora Gold Corp), Asset Purchase Agreement (Aurora Gold Corp), Asset Purchase Agreement (Aurora Gold Corp)
Agreements and Covenants. The Seller shall have performed or complied in all material respects with all agreements each obligation, agreement and covenants required by this Agreement covenant to be performed or complied with by it under this Agreement on or prior to the Effective TimeClosing Date.
Appears in 3 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Digirad Corp), Asset Purchase Agreement (Icad Inc)
Agreements and Covenants. The Seller Sellers shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing Date.
Appears in 3 contracts
Samples: Share Purchase Agreement (Renren Inc.), Share Purchase Agreement (Kaixin Auto Holdings), Stock Purchase Agreement (X Ceed Inc)
Agreements and Covenants. The Seller shall have performed or in all material respects all obligations and complied in all material respects with all agreements and or covenants required by this Agreement to be performed or complied with by it on at or prior to the Effective Time, and Purchaser shall have received a certificate signed on behalf of Seller by the Chief Executive Officer and Chief Financial Officer of Seller to such effect dated as of the Effective Time.
Appears in 3 contracts
Samples: Merger Agreement (Hudson City Bancorp Inc), Merger Agreement (Energy Services Acquisition Corp.), Merger Agreement (Sound Federal Bancorp Inc)
Agreements and Covenants. The Seller shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing Date, and Purchaser shall have received a certificate to such effect, signed on behalf of Seller by the President and the Chief Financial Officer of Seller.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Veritas Software Corp /De/), Stock Purchase Agreement (Seagate Technology Malaysia Holding Co Cayman Islands), Stock Purchase Agreement (Seagate Technology Holdings)
Agreements and Covenants. The Seller and the Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing.
Appears in 3 contracts
Samples: Business Combination Agreement (Future Health ESG Corp.), Business Combination Agreement (NAAC Holdco, Inc.), Business Combination Agreement (TPG Pace Beneficial Finance Corp.)
Agreements and Covenants. The Seller shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time.
Appears in 3 contracts
Samples: Merger Agreement (Alphasmart Inc), Merger Agreement (Renaissance Learning Inc), Agreement and Plan of Merger and Reorganization (Renaissance Learning Inc)
Agreements and Covenants. The Seller shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing, and Parent and Buyer shall have received a certificate to such effect signed by a duly authorized officer of the Seller.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Sirenza Microdevices Inc), Asset Purchase Agreement (Sirenza Microdevices Inc), Asset Purchase Agreement (Vari L Co Inc)
Agreements and Covenants. The Seller shall have performed or and complied with, in all material respects with respects, all agreements and covenants required by this Agreement to be performed or complied with by it Seller on or prior to the Effective TimeClosing Date.
Appears in 3 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Vought Aircraft Industries Inc), Asset Purchase Agreement (Boeing Co)
Agreements and Covenants. The Seller shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on at or prior to the Effective TimeClosing Date, and Buyer shall have received a certificate to such effect signed on behalf of Seller by a duly authorized officer thereof.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Resonate Blends, Inc.), Stock Purchase Agreement (Resonate Blends, Inc.), Stock Purchase Agreement (Qpagos)
Agreements and Covenants. The Seller shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing Date.
Appears in 3 contracts
Samples: Acquisition Agreement (Madison Technologies Inc.), Acquisition Agreement (Madison Technologies Inc.), Asset Purchase Agreement (Click Commerce Inc)
Agreements and Covenants. The Seller shall have performed or complied with in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing Date.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Clean Energy Fuels Corp.)
Agreements and Covenants. The Seller shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to before the Effective Time.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Chiquita Brands International Inc), Stock Purchase Agreement (Performance Food Group Co)
Agreements and Covenants. The Seller shall have performed or complied in all material respects with all the covenants, obligations and agreements and covenants required by this Agreement to be performed or complied with by it on at or prior to the Effective TimeClosing Date.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Marvell Technology Group LTD), Asset Purchase Agreement (Qlogic Corp)
Agreements and Covenants. The Seller Sellers shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing Date and Purchaser shall have received a certificate to such effect signed by each Seller.
Appears in 2 contracts
Samples: Equity Interest Purchase Agreement (Zenergy Brands, Inc.), Equity Interest Purchase Agreement (South American Properties, Inc.)
Agreements and Covenants. The Seller shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it Seller on or prior before to the Effective TimeClosing Date.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Vital Living Inc), Asset Purchase Agreement (Nutracea)
Agreements and Covenants. The Seller Sellers shall have performed or and complied in all with each material respects with all agreements agreement, covenant and covenants obligation required by this Agreement to be performed or complied with by it on them under this Agreement at or prior to before the Effective TimeClosing in all material respects.
Appears in 2 contracts
Agreements and Covenants. The Seller shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on them at or prior to the Effective Time.Closing Date, and Buyer shall have received a certificate to such effect signed by a duly authorized officer of the Seller;
Appears in 2 contracts
Samples: LLC Membership Interest Purchase Agreement (Carbonics Capital Corp), LLC Membership Interest Purchase Agreement (Carbonics Capital Corp)
Agreements and Covenants. The Seller shall have performed performed, procured or complied with in all material respects with all agreements each obligation, agreement and covenants required by this Agreement covenant to be performed or complied with by it on or by Seller Group under this Agreement at or prior to the Effective TimeClosing Date.
Appears in 2 contracts
Samples: Asset Purchase Agreement (On Track Innovations LTD), Asset Purchase Agreement (SuperCom LTD)
Agreements and Covenants. The Seller shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on at or prior to the Effective TimeCompletion.
Appears in 2 contracts
Samples: Share Purchase Agreement (Cap Gemini Sa), Share Purchase Agreement (Cap Gemini Sa)
Agreements and Covenants. The Seller shall have performed or complied in all material respects with all its agreements and covenants required by contained in this Agreement required to be performed or complied with by it on or prior to the Effective TimeClosing Date.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Caliper Technologies Corp), Stock Purchase Agreement (Caliper Technologies Corp)
Agreements and Covenants. The Seller shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on at or prior to the Effective TimeClosing.
Appears in 2 contracts
Samples: Equity Purchase Agreement (22nd Century Group, Inc.), Stock Purchase Agreement (Fiesta Restaurant Group, Inc.)
Agreements and Covenants. The Seller shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it them on or prior to the Effective Time.Closing Date,
Appears in 2 contracts
Samples: Master Agreement (Global Energy, Inc.), Asset Purchase Agreement (Global Energy, Inc.)
Agreements and Covenants. The Seller Sellers shall have performed or and complied in all material respects with all agreements and covenants required by this Agreement required to be performed or and complied with by it on or Sellers prior to or as of the Effective TimeClosing.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Citic Capital Mb Investment LTD), Stock Purchase Agreement (Asiainfo Holdings Inc)
Agreements and Covenants. The Seller shall have performed or and complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing; and Buyer shall have received a certificate to such effect signed by an authorized officer of Seller.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Medicis Pharmaceutical Corp), Stock Purchase Agreement (Solta Medical Inc)
Agreements and Covenants. The Each Seller shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on at or prior to the Effective TimeClosing.
Appears in 1 contract
Agreements and Covenants. The Each Seller shall have performed or complied in all material respects with all material agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing.
Appears in 1 contract
Samples: Stock Purchase Agreement (Polaris Venture Partners Iv Lp)
Agreements and Covenants. The Seller shall have performed or and complied in all material respects with all agreements and covenants required by this Agreement required to be performed or and complied with by it on or Seller prior to the Effective Timeor as of Closing.
Appears in 1 contract
Agreements and Covenants. The Seller shall have performed or and complied in all material respects with all agreements and covenants required by this Agreement to be performed or and complied with by it on or prior to the Effective TimeClosing; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, Seller shall have performed such agreements, covenants and conditions, as so qualified, in all respects.
Appears in 1 contract
Agreements and Covenants. The Seller shall have performed or and complied in all material respects with all agreements each agreement, covenant and covenants obligation required by this Agreement to be performed or complied with by it on under this Agreement at or prior to before the Effective TimeClosing in all material respects.
Appears in 1 contract
Samples: Asset Purchase Agreement
Agreements and Covenants. The Seller Sellers and the Equity Owner shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it them on or prior to the Effective Timeapplicable Closing.
Appears in 1 contract
Agreements and Covenants. The Seller shall have performed in all material respects or complied in all material respects with all agreements agreements, covenants and covenants conditions required by this Agreement to be performed or complied with by it Seller on or prior to the Effective TimeClosing Date.
Appears in 1 contract
Agreements and Covenants. The Seller shall have performed or and complied in all material respects with all of its covenants, obligations and agreements and covenants required by contained in this Agreement and in the Related Agreements to be performed or and complied with by it on or prior to the Effective TimeClosing Date.
Appears in 1 contract
Samples: Asset Purchase Agreement (Devry Inc)
Agreements and Covenants. The Seller Sellers shall have performed or complied with, in all material respects with respects, all agreements and covenants required by this Agreement to be performed or complied with by it Seller on or prior to the Effective TimeClosing.
Appears in 1 contract
Samples: Purchase and Sale Agreement (CatchMark Timber Trust, Inc.)
Agreements and Covenants. The Seller shall have performed or and complied in all material respects with all covenants, agreements and covenants conditions required by this Agreement to be performed or complied with by it on or prior it. All documents and instruments required in connection with this Agreement shall be reasonably satisfactory in form and substance to the Effective TimeBuyer and Surge.
Appears in 1 contract
Agreements and Covenants. The Seller shall have performed or complied in all material respects with all agreements each obligation, agreement and covenants required by this Agreement covenant to be performed or complied with by it under this Agreement on or prior to the Effective TimeClosing Date.
Appears in 1 contract
Samples: Asset Purchase Agreement (Cardium Therapeutics, Inc.)
Agreements and Covenants. The Seller shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it each on or prior to the Effective TimeClosing.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Renewable Energy Group, Inc.)
Agreements and Covenants. The Seller shall have performed or and complied in all with each material respects with all agreements agreement, covenant and covenants obligation required by this Agreement to be performed or complied with by it on Seller under this Agreement at or prior to before the Effective TimeClosing in all material respects.
Appears in 1 contract
Agreements and Covenants. The Seller Buyer shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time.
Appears in 1 contract
Agreements and Covenants. The Seller Sellers shall have performed or complied in all material respects with all agreements and covenants required of them by this Agreement to be performed or complied with by it them on or prior to the Effective TimeClosing.
Appears in 1 contract
Agreements and Covenants. The Seller shall have performed or complied in all material respects with all agreements and covenants required of them by this Agreement to be performed or complied with by it them on or prior to the Effective TimeClosing.
Appears in 1 contract
Samples: Stock Purchase Agreement (Blue Ocean Structure Investment Co LTD)
Agreements and Covenants. The Seller Sellers shall have performed or complied in all material respects with all of their agreements and covenants required by contained in this Agreement to be performed or complied with by it on any one or more of the Sellers at or prior to the Effective TimeClosing Date (except that any specific agreement or covenant that is qualified as to materiality must have been performed as written).
Appears in 1 contract
Samples: Asset Purchase Agreement (Physician Computer Network Inc /Nj)
Agreements and Covenants. The Seller shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time, and the Buyer shall have received a certificate to such effect signed on behalf of the Seller by the Chief Executive Officer, Chief Operating Officer or Chief Financial Officer of the Seller.
Appears in 1 contract
Samples: Merger Agreement (Colonial Gas Co)
Agreements and Covenants. The Seller shall have performed or complied (or caused to be performed or complied) in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it or its Subsidiaries on or prior to the Effective Time.Closing and Buyer shall have received a certificate of the chief executive officer, or in the absence thereof a duly authorized director or officer, of the Seller to that effect;
Appears in 1 contract
Samples: Stock Purchase Agreement (Ariba Inc)
Agreements and Covenants. The Seller and the Seller Stockholders shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time., and the Buyer shall have received a certificate to such effect signed on behalf of Seller by the President of Seller;
Appears in 1 contract
Samples: Merger Agreement (Vizacom Inc)
Agreements and Covenants. The Seller shall have performed or complied in all material respects with all material agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing.
Appears in 1 contract
Agreements and Covenants. The Seller Each of the Sellers shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on the Sellers at or prior to the Effective Time.Closing, and Buyer shall have received a certificate to such effect signed by each of the Sellers;
Appears in 1 contract
Agreements and Covenants. The Seller Sellers shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing.
Appears in 1 contract
Agreements and Covenants. The Seller shall have performed or complied with, in all material respects with respects, all agreements and covenants required by this Agreement to be performed or complied with by it the Seller on or prior to the Effective TimeClosing Date.
Appears in 1 contract
Agreements and Covenants. The Seller shall have performed or complied with, in all material respects with respects, all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to before the Effective TimeClosing Date.
Appears in 1 contract
Agreements and Covenants. The Seller shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing Date.
Appears in 1 contract
Agreements and Covenants. The Seller Sellers shall have performed or complied in all material respects with all the covenants, obligations and agreements and covenants required by this Agreement to be performed or complied with by it on them at or prior to the Effective TimeClosing Date.
Appears in 1 contract
Samples: Asset Purchase Agreement (Water Pik Technologies Inc)
Agreements and Covenants. The Seller shall have performed or complied in all material respects with all of its agreements and covenants required by contained in this Agreement to be performed or complied with by it on the Seller at or prior to the Effective TimeClosing Date (except that any specific agreement or covenant that is qualified as to materiality must have been performed as written).
Appears in 1 contract
Samples: Asset Purchase Agreement (Physician Computer Network Inc /Nj)
Agreements and Covenants. The Seller shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it them on or prior to the Effective TimeClosing Date.
Appears in 1 contract
Samples: Asset Purchase Agreement (A-Mark Precious Metals, Inc.)
Agreements and Covenants. The Seller shall have performed or complied with, in all material respects with respects, all agreements agreements, terms, provisions, conditions, obligations, and covenants required by this Agreement to be performed or complied with by it Seller on or prior to the Effective TimeClosing.
Appears in 1 contract
Agreements and Covenants. The Seller shall have performed or and complied in all material respects with all agreements each agreement, covenant and covenants obligation required by it pursuant to this Agreement to be so performed or complied with by it on Seller at or prior to before the Effective TimeClosing.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Hallador Petroleum Co)
Agreements and Covenants. The Seller shall have performed or and complied in all material respects with all agreements each agreement, covenant and covenants obligation required by it pursuant to this Agreement to be so performed or complied with by it on Seller at or prior to before the Effective TimeClosing.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Hallador Petroleum Co)
Agreements and Covenants. The Seller shall have performed or complied with, in all material respects with respects, all agreements and covenants required by this Agreement to be performed or complied with by it on at or prior to the Effective TimeCompletion.
Appears in 1 contract
Agreements and Covenants. The Seller shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective TimeCompletion Date.
Appears in 1 contract
Agreements and Covenants. The Seller and the Seller Stockholders shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time.;
Appears in 1 contract
Samples: Merger Agreement (Vizacom Inc)
Agreements and Covenants. The Seller shall have performed or complied in all material respects with all agreements and covenants required of them by this Agreement to be performed or complied with by it them on or prior to the Effective TimeClosing.
Appears in 1 contract
Agreements and Covenants. The Seller Sellers shall have performed or complied with, in all material respects with respects, all agreements and covenants required by this Agreement to be performed or complied with by it them on or prior to the Effective TimeClosing Date.
Appears in 1 contract
Samples: Share and Asset Purchase and Sale Agreement (Simclar Inc)
Agreements and Covenants. The Seller shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing Date and Buyers shall have received a certificate to such effect signed by Seller.
Appears in 1 contract
Samples: Equity Interest Purchase Agreement (American International Holdings Corp.)
Agreements and Covenants. The Seller Sellers shall have performed or in all material respects all of its obligations and complied in all material respects with all of its agreements and covenants required by under this Agreement to be performed or complied with by it on or prior to the Effective TimeClosing Date.
Appears in 1 contract
Samples: Business Combination Agreement (Relativity Acquisition Corp)
Agreements and Covenants. The Seller shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on Seller at or prior to the Effective TimeClosing.
Appears in 1 contract
