Company’s Performance. (a) The covenants and obligations that Company is required to perform or to comply with pursuant to this Agreement at or prior to the Closing must have been duly performed and complied with in all material respects, except in each case for failures to perform or comply that would not have a Material Adverse Effect on the Company or the Business, taken as a whole.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Saul Julian), Agreement and Plan of Merger (Shaw Industries Inc)
Company’s Performance. (a) The Each of the covenants and obligations that Company is required to perform or to comply with pursuant to this Agreement at or prior to the Closing must have been duly performed and complied with in all material respects, except in each case for failures to perform or comply that would not have a Material Adverse Effect on the Company or the Business, taken as a whole.
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Samples: Agreement and Plan of Merger (Summit America Television Inc /Tn/)
Company’s Performance. (a) The All of the covenants and obligations that the Company is required to perform or to comply with pursuant to this Agreement and the Company Share Exchange Agreement, at or prior to the Closing Closing, must have been duly performed and complied with in all material respects, except in each case for failures to perform or comply that would not have a Material Adverse Effect on the Company or the Business, taken as a whole.
Appears in 1 contract
Company’s Performance. (a) The covenants Each covenant and obligations obligation that the Company is required to perform or to comply with pursuant to this Agreement at or prior to the Closing must shall have been duly performed and complied with in all material respects (except that those covenants and obligations which are qualified as to material, materiality or similar expressions, or are subject to the same or similar type exceptions, shall have been performed and complied with in all respects), except in each case for failures to perform or comply that would not and Buyer shall have received a Material Adverse Effect on certificate of the Company or the Business, taken as to such effect signed by a wholeduly authorized officer thereof.
Appears in 1 contract
Samples: Asset Purchase Agreement (Trans World Entertainment Corp)
Company’s Performance. (a) The All of the covenants and obligations that the Company is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively and including, without limitation, the amendment of the Independent Contractor Agreements on terms satisfactory to the Buyer in its sole discretion), and each of these covenants and obligations (considered individually), must have been duly performed and complied with in all material respects, except in each case for failures to perform or comply that would not have a Material Adverse Effect on the Company or the Business, taken as a whole.
Appears in 1 contract
Samples: Asset Purchase Agreement (Alliance Bankshares Corp)