Common use of Compliance with Agreement Clause in Contracts

Compliance with Agreement. Seller shall have performed and complied in all material respects with its covenants and obligations under this Agreement such that any default or failure of performance of Seller as to which Purchaser has delivered written notice to Seller shall be cured in all material respects prior to or at Closing.

Appears in 4 contracts

Samples: Purchase and Sale Agreement (Cole Office & Industrial REIT (CCIT II), Inc.), Purchase and Sale Agreement (Cole Corporate Income Trust, Inc.), Purchase and Sale Agreement (Cole Corporate Income Trust, Inc.)

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Compliance with Agreement. Seller shall have performed and complied in all material respects with its covenants and all of the obligations under this Agreement such that any default are to be performed or failure of performance of Seller as to which Purchaser has delivered written notice to Seller shall be cured in all material respects complied with by it on or prior to or at the Closing.

Appears in 3 contracts

Samples: Patent Purchase Agreement (Semotus Solutions Inc), Patent Purchase Agreement (SpeechSwitch, Inc.), Patent Purchase Agreement (Ivoice, Inc /De)

Compliance with Agreement. The Seller shall have performed and complied in all material respects with all of its covenants and obligations under this Agreement such that any default to be performed or failure of performance of Seller as to which Purchaser has delivered written notice to Seller shall be cured in all material respects complied with by it prior to or at Closingthe Closing (in each case without giving duplicative effect to any materiality qualification contained in such obligation).

Appears in 3 contracts

Samples: Asset Purchase Agreement (Spinnaker Industries Inc), Asset Purchase Agreement (Triquint Semiconductor Inc), Asset Purchase Agreement (Raytheon Co/)

Compliance with Agreement. Seller shall have performed and complied in all material respects performed and complied with all of its covenants agreements and obligations under this Agreement such that any default which are to be performed or failure of performance of complied with by Seller as to which Purchaser has delivered written notice to Seller shall be cured in all material respects prior to or at Closingon the Effective Date, including the delivery of the closing documents specified in this Agreement.

Appears in 3 contracts

Samples: Purchase and Sale Agreement (Paincare Holdings Inc), Purchase and Sale Agreement (Paincare Holdings Inc), Purchase and Sale Agreement (Cyber Care Inc)

Compliance with Agreement. Seller shall have performed and complied in all material respects with its covenants and obligations under all agreements or conditions required by this Agreement such that any default or failure of performance of Seller as to which Purchaser has delivered written notice to Seller shall be cured in all material respects performed and complied with by it prior to or at as of the Closing.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Positron Corp), Stock Purchase Agreement (Imatron Inc), Stock Purchase Agreement (Imatron Inc)

Compliance with Agreement. Seller shall have performed and complied in all material respects with all of its covenants and obligations under this Agreement such that any default which are to be performed or failure of performance of Seller as to which Purchaser has delivered written notice to Seller shall be cured in all material respects complied with by it prior to or at the Closing.

Appears in 3 contracts

Samples: Agreement to Purchase Hotel, Purchase and Sale Agreement (Pedevco Corp), Agreement to Purchase Hotel (MHI Hospitality CORP)

Compliance with Agreement. Seller shall have performed and complied in all material respects with all of its covenants and obligations under this Agreement such that any default are to be performed or failure of performance of Seller as to which Purchaser has delivered written notice to complied with by it on or before the Closing Date, and Seller shall not otherwise be cured in all material respects prior to breach or at Closingdefault in any respect under any of the provisions of this Agreement.

Appears in 2 contracts

Samples: Partnership Interest Purchase Agreement (Fairpoint Communications Inc), Partnership Interest Purchase Agreement (Fairpoint Communications Inc)

Compliance with Agreement. Seller shall have performed and complied in all material respects with its covenants and all obligations under this Agreement such that any default which are to be performed or failure of performance of Seller as to which Purchaser has delivered written notice to Seller shall be cured in all material respects complied with by it prior to or at Closing.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Electronic Processing Inc), Asset Purchase Agreement (Electronic Processing Inc)

Compliance with Agreement. Seller shall have performed and complied in all material respects with its all covenants and obligations under required by this Agreement such that any default to be performed or failure of performance of complied with by Seller as to which Purchaser has delivered written notice to Seller shall be cured in all material respects on or prior to or at the Closing.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (El Paso Energy Partners Lp), Purchase and Sale Agreement (Leviathan Gas Pipeline Partners L P)

Compliance with Agreement. Seller shall have performed and complied in all material respects with all of its obligations, covenants and obligations under this Agreement such that any default agreements hereunder which are to be performed or failure of performance of Seller as to which Purchaser has delivered written notice to Seller shall be cured in all material respects complied with by them prior to or at Closingon the Closing Date, and Buyer shall have received a certificate from Seller to that effect.

Appears in 2 contracts

Samples: Stock Purchase Agreement (First American Capital Corp /Ks), Stock Purchase Agreement (Brooke Corp)

Compliance with Agreement. Seller shall have performed and complied in all material respects performed and complied with all of its covenants agreements and obligations under this Agreement such that any default which are to be performed or failure of performance of Seller as to which Purchaser has delivered written notice to Seller shall be cured in all material respects complied with by it prior to or at Closingon the Closing Date, including the delivery of the closing documents specified in Section 12.01, except to the extent that any failure to perform or comply with such agreements or obligations has been consented to in writing by Buyer or would not have a Material Adverse Effect.

Appears in 2 contracts

Samples: Asset Purchase Agreement (MPC Corp), Asset Purchase Agreement (Gateway Inc)

Compliance with Agreement. Seller shall have performed and complied in all material respects with its covenants and all of the obligations under this Agreement such that any default are to be performed or failure of performance of Seller as to which Purchaser has delivered written notice to Seller shall be cured in all material respects complied with by it on or prior to or at the Closing.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Microbot Medical Inc.), Patent Purchase Agreement (Axcess International Inc/Tx)

Compliance with Agreement. Seller shall have performed and complied in all material respects with its covenants and all of Seller’s obligations under this Agreement such that any default and the TBA which are to be performed or failure of performance of Seller as to which Purchaser has delivered written notice to Seller shall be cured in all material respects complied with by it prior to or at the Closing.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Nexstar Broadcasting Inc), Purchase Agreement (Nexstar Finance LLC)

Compliance with Agreement. Seller shall have performed and complied in all material respects with its all agreements and covenants and obligations under contained in this Agreement such that are required to be performed by it prior to or at the Closing, or shall have cured any default or failure of performance of Seller as to which Purchaser has delivered written notice to Seller shall be cured perform in all material respects all such agreements and covenants prior to or at the Closing.;

Appears in 2 contracts

Samples: Asset Purchase Agreement (Molina Healthcare Inc), Asset Purchase Agreement (Molina Healthcare Inc)

Compliance with Agreement. Seller shall have performed and complied in all material respects with its covenants and Seller's obligations under this Agreement such that any default which are to be performed or failure of performance of complied with by Seller as to which Purchaser has delivered written notice to Seller shall be cured in all material respects prior to or at the Closing.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Brookdale Living Communities Inc), Purchase and Sale Agreement (Brookdale Living Communities Inc)

Compliance with Agreement. Seller shall have performed and complied in all material respects with its covenants all covenants, agreements and obligations under conditions required by this Agreement such that any default to be performed or failure of performance of complied with by Seller as prior to the Closing Date (except for those covenants, agreements and conditions qualified by materiality, in which Purchaser has delivered written notice to case Seller shall be cured have performed or complied in all material respects prior to or at Closingrespects).

Appears in 1 contract

Samples: Sale and Purchase Agreement (HollyFrontier Corp)

Compliance with Agreement. Seller shall have performed and complied in all material respects performed and complied with its all of the agreements, obligations and covenants and obligations under this Agreement such that any default which are to be performed or failure of performance of complied with by Seller as to which Purchaser has delivered written notice to Seller shall be cured in all material respects prior to or at Closingon the Closing Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Net Perceptions Inc)

Compliance with Agreement. Seller shall have performed and complied in all material respects with its all covenants and obligations under agreements required by this Agreement to be performed or complied with by such that any default Seller on or failure of performance of Seller as to which Purchaser has delivered written notice to Seller shall be cured in all material respects prior to or at Closingthe Closing Date.

Appears in 1 contract

Samples: Asset Purchase Agreement

Compliance with Agreement. Seller shall have performed and or complied in all material respects with its covenants the covenants, agreements and obligations under required by this Agreement such that any default to be performed or failure of performance of complied with by Seller as to which Purchaser has delivered written notice to Seller shall be cured in all material respects on or prior to the Closing Date, except to the extent the failure to so perform or at Closingcomply has not had a Material Adverse Effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Crowley Maritime Corp)

Compliance with Agreement. Seller shall have performed and complied in all material respects with all of its covenants agreements and obligations under this Agreement such that any default are to be performed or failure of performance of complied with by Seller as to which Purchaser has delivered written notice to Seller shall be cured in all material respects prior to or at Closingon the Closing Date, including the delivery of the documents described in Section 10.

Appears in 1 contract

Samples: Asset Purchase Agreement (MAKO Surgical Corp.)

Compliance with Agreement. Seller shall have performed and complied in all material respects with its covenants and obligations under this Agreement such that any default or failure of performance of Seller as to which Purchaser has delivered written notice to Seller shall be cured in all material respects prior to or at Closing.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Titan Global Holdings, Inc.)

Compliance with Agreement. Seller shall have performed and complied in all material respects with its covenants and obligations under this Agreement Contract such that any default or failure of performance of Seller as to which Purchaser has delivered written notice to Seller shall be cured in all material respects prior to or at Closing.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Voltari Corp)

Compliance with Agreement. Seller shall have performed and complied in with all material respects with its covenants and of Seller's obligations under this Agreement such that any default which are to be performed or failure of performance of complied with by Seller as to which Purchaser has delivered written notice to Seller shall be cured in all material respects prior to or at Closingon the Closing Date.

Appears in 1 contract

Samples: Real Estate Purchase and Sale Contract

Compliance with Agreement. Seller and its Affiliates shall have performed and complied in all material respects (or shall have cured any material nonperformance or noncompliance) with its covenants all covenants, agreements and obligations under conditions required by this Agreement such that any default and to be performed or failure of performance of complied with by Seller as to which Purchaser has delivered written notice to Seller shall be cured in all material respects and its Affiliates prior to or at the Closing.

Appears in 1 contract

Samples: Agreement of Merger (Hawaiian Telcom Communications, Inc.)

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Compliance with Agreement. Seller shall have performed and complied in all material respects with its covenants and all of Seller’s obligations under this Agreement such that any default which are to be performed or failure of performance of Seller as to which Purchaser has delivered written notice to Seller shall be cured in all material respects complied with by it prior to or at the First Closing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Mission Broadcasting Inc)

Compliance with Agreement. Seller shall have performed and complied in all material respects with its covenants all agreements, covenants, conditions and obligations under required by this Agreement such that any default to be performed or failure of performance of complied with by Seller as to which Purchaser has delivered written notice to Seller shall be cured in all material respects prior to or at Closing.

Appears in 1 contract

Samples: Purchase and Sale Agreement

Compliance with Agreement. Seller shall have performed and complied in all material respects with its covenants and all of their obligations under this Agreement such that Agreement, or shall have cured any default instance of material non-performance or failure of performance of Seller as to which Purchaser has delivered written notice to non-compliance, at or before the Closing, and Seller shall be cured in all material respects prior deliver a certificate to or at ClosingBuyer executed by Seller to this effect.

Appears in 1 contract

Samples: Stock Purchase Agreement (Moll Industries Inc)

Compliance with Agreement. The Seller shall have performed and complied in all material respects with its covenants each obligation and obligations under covenant required to be performed or complied with by the Seller pursuant to the terms of this Agreement such that any default at or failure prior to the Closing Date, including delivery of performance of Seller as to the Closing Documents, which Purchaser has delivered written notice to Seller shall be cured in all material respects prior form and substance satisfactory to or at Closingcounsel for the Buyer.

Appears in 1 contract

Samples: Asset Purchase Agreement (Nui Corp /Nj/)

Compliance with Agreement. Seller shall have materially performed and complied in with all material respects with of its covenants and obligations under this Agreement such that any default and all other agreements contemplated hereby which are to be performed or failure of performance of complied with by Seller as to which Purchaser has delivered written notice to Seller shall be cured in all material respects prior to or at Closingthe time of closing.

Appears in 1 contract

Samples: Purchase and Sale Agreement

Compliance with Agreement. Seller shall have performed and complied in all material respects performed and complied with all of its covenants agreements and obligations under this Agreement such that any default which are to be performed or failure of performance of complied with by Seller as to which Purchaser has delivered written notice to Seller shall be cured in all material respects prior to or at Closingon the Closing Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Transpro Inc)

Compliance with Agreement. Seller shall have performed and complied in all material respects with its covenants all covenants, agreements and obligations under conditions required by this Agreement such that any default to be performed or failure of performance of complied with by Seller as prior to which Purchaser has delivered written notice to the Closing Date, and Seller shall be cured in all material respects prior have delivered to or at ClosingBuyer a certificate executed by Seller to such effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Kaneb Pipe Line Operating Partnership Lp)

Compliance with Agreement. Seller shall have performed and complied with, in each case in all material respects with respects, all of its covenants and obligations under this Agreement such that any default which are to be performed or failure of performance of complied with by Seller as to which Purchaser has delivered written notice to Seller shall be cured in all material respects on or prior to or at Closingthe Closing Date.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Deltic Timber Corp)

Compliance with Agreement. The Seller shall have performed and complied in all material respects with all of its covenants and obligations under this Agreement such that any default which are to be performed or failure of performance of Seller as to which Purchaser has delivered written notice to Seller shall be cured in all material respects prior to complied with by it before or at Closing.

Appears in 1 contract

Samples: Assets Purchase Agreement (Caretenders Health Corp)

Compliance with Agreement. Seller shall have performed and complied in all material respects with its covenants all of Seller’s agreements and obligations under this Agreement such that any default which are to be performed or failure of performance of complied with by Seller as to which Purchaser has delivered written notice to Seller shall be cured in all material respects prior to or at Closingon the Closing Date, including the delivery of the closing documents specified in Section 12.2 hereof.

Appears in 1 contract

Samples: Asset Purchase Agreement (Hispanic Broadcasting Corp)

Compliance with Agreement. Seller shall have performed and complied in with all material respects with its covenants obligations, covenants, agreements and obligations under conditions required by this Agreement such that any default to be performed or failure of performance of complied with by Seller as to which Purchaser has delivered written notice to Seller shall be cured in all material respects at or prior to or at Closingthe Effective Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sandston Corp)

Compliance with Agreement. Seller shall have performed and complied in all material respects with all of its covenants and obligations under this Agreement such that and any Bankruptcy Court order relating to this Agreement to be performed by it at or prior to Closing and there shall be no material uncured default or failure of performance of Seller as to which Purchaser has delivered written notice to Seller shall be cured in all material respects prior to or at Closingunder any term of this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Scott Cable Communications Inc)

Compliance with Agreement. Seller shall have performed and complied in all material respects with all of its covenants and obligations under this Agreement such that any default are to be performed or failure of performance of Seller as to which Purchaser has delivered written notice to Seller shall be cured in all material respects complied with by it prior to or at the Closing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Smithfield Foods Inc)

Compliance with Agreement. Seller shall have performed and complied in all material respects with all of its covenants and obligations under this Agreement such that any default which are to be performed or failure of performance of complied with by Seller as to which Purchaser has delivered written notice to Seller shall be cured in all material respects prior to or at Closingon the Closing Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Digital Ally, Inc.)

Compliance with Agreement. Seller shall have performed and complied in with all material respects with its covenants and obligations under Agreements of Seller hereunder, and satisfied all conditions hereunder, that Seller is required by this Agreement such that any default to perform, comply with, or failure of performance of Seller as to which Purchaser has delivered written notice to Seller shall be cured in all material respects prior to satisfy before or at Closing, and all actions, proceedings, instruments and documents required of Seller to carry out the terms of this Agreement shall have been duly delivered to Purchaser.

Appears in 1 contract

Samples: Agreement for Purchase and Sale of Assets (Irt Industries Inc)

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