Common use of Compliance with Covenants Clause in Contracts

Compliance with Covenants. Buyer shall have performed or complied in all material respects with all obligations, agreements and covenants contained in this Agreement to be performed or complied with by Buyer prior to the Closing; and Seller shall have received a certificate signed by the Chief Executive Officer and Chief Financial Officer of Buyer, dated as of the Closing, to such effect.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Peizer Terren S), Asset Purchase Agreement (Biovie Inc.), Asset Purchase Agreement (PTC Therapeutics, Inc.)

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Compliance with Covenants. Buyer shall have performed or complied in all material respects have performed and complied with all obligationsterms, agreements agreements, covenants and covenants contained in conditions of this Agreement to be performed or complied with by it at the Closing Date, and Buyer prior to the Closing; and Seller shall have received delivered to Seller a certificate signed by the Chief Executive Officer and Chief Financial Officer of Buyer, dated as of the Closing, to such that effect.;

Appears in 2 contracts

Samples: Asset Purchase Agreement (Penn National Gaming Inc), Asset Purchase Agreement (Penn National Gaming Inc)

Compliance with Covenants. Buyer Buyers shall have performed or and complied in all material respects with all obligationsterms, agreements agreements, covenants and covenants contained in conditions of this Agreement to be performed or complied with by Buyer them at or prior to the Closing; Closing Date, and Seller Buyers shall have received delivered to Sellers a certificate signed by the Chief Executive Officer and Chief Financial Officer of Buyer, dated as of the Closing, to such that effect.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Health Management Systems Inc), Asset Purchase Agreement (GHS Inc)

Compliance with Covenants. Buyer shall have performed or complied and be in compliance with, in all material respects with respects, all obligationsof its respective covenants, agreements acts, and covenants contained in this Agreement obligations to be performed or complied with by under this Agreement, and if Seller so requests, Buyer prior to the Closing; and Seller shall have received delivered to Seller a certificate signed by the Chief Executive Officer and Chief Financial Officer of Buyer, dated as of the Closing, to such effecteffect signed on Buyer's behalf by its President or another appropriate officer.

Appears in 2 contracts

Samples: Continuing Loan Purchase Agreement (Austin Funding Com Corp), Continuing Loan Purchase Agreement (Westmark Group Holdings Inc)

Compliance with Covenants. Buyer The Purchaser shall have performed or and complied in all material respects with all obligationsterms, agreements agreements, covenants and covenants contained in conditions of this Agreement to be performed or complied with by Buyer it at or prior to the Closing; Closing Date, and Seller the Purchaser shall have received a certificate signed by so certified to the Chief Executive Officer and Chief Financial Officer of Buyer, dated as of the Closing, to such effectSelling Shareholders in writing.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Golden Sky Systems Inc), Stock Purchase Agreement (Golden Sky Systems Inc)

Compliance with Covenants. Buyer shall will have performed or and complied in all material respects with all obligations, agreements the covenants and covenants contained in obligations under this Agreement required to be performed or by and complied with by Buyer prior to the Closing; and Seller shall have received a certificate signed by the Chief Executive Officer and Chief Financial Officer of Buyer, dated as of the Closing, to such effect.

Appears in 2 contracts

Samples: Asset Purchase Agreement (FireEye, Inc.), Master Asset Purchase Agreement (Echelon Corp)

Compliance with Covenants. Buyer shall have performed or in all material respects all covenants, agreements and obligations and complied in all material respects with all obligations, agreements and covenants contained in conditions required by this Agreement Contract to be performed or complied with by Buyer prior to the Closing; and Seller shall have received a certificate signed by the Chief Executive Officer and Chief Financial Officer of Buyer, dated as of the Closing, to such effectClosing Date.

Appears in 2 contracts

Samples: Lease Agreement (Itt Corp /Nv/), Lease Agreement (Felcor Suite Hotels Inc)

Compliance with Covenants. Buyer shall have performed or and complied in all material respects with all agreements, obligations, agreements covenants and covenants contained in conditions required by this Agreement to be performed or and complied with by Buyer it on or prior to the Closing; and Seller shall have received a certificate signed by the Chief Executive Officer and Chief Financial Officer of Buyer, dated as of the Closing, to such effect.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Mastec Inc), Asset Purchase Agreement (Mastec Inc)

Compliance with Covenants. Buyer shall have performed or complied in all material ------------------------- respects have performed and complied with all obligationsterms, agreements agreements, covenants and covenants contained in conditions of this Agreement to be performed or complied with by it at the Closing Date, and Buyer prior to the Closing; and Seller shall have received delivered to Seller a certificate signed by the Chief Executive Officer and Chief Financial Officer of Buyer, dated as of the Closing, to such that effect.;

Appears in 2 contracts

Samples: Asset Purchase Agreement (Hollywood Park Inc/New/), Asset Purchase Agreement (Hollywood Park Inc/New/)

Compliance with Covenants. Buyer shall have performed or complied in all material respects performed all obligations and complied with all obligations, agreements covenants and covenants contained in conditions required by this Agreement to be performed or complied with by Buyer it at or prior to the Closing; and Seller shall have received a certificate signed by the Chief Executive Officer and Chief Financial Officer of Buyer, dated as of the Closing, to such effectClosing Date.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Medcath Corp), Asset Purchase Agreement (Opticare Health Systems Inc)

Compliance with Covenants. The Buyer shall have performed or and complied in all material respects with all obligationsterms, agreements agreements, covenants and covenants contained in conditions of this Agreement to be performed or complied with by Buyer it at or prior to the Closing; Closing Date, and Seller the Buyer shall have received delivered to the Seller a certificate signed by the Chief Executive Officer and Chief Financial Officer of Buyer, dated as of the Closing, to such that effect.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Globespan Inc/De), Asset Purchase Agreement (Pairgain Technologies Inc /Ca/)

Compliance with Covenants. Buyer shall have duly performed or and complied in all material respects with all obligationscovenants, agreements and covenants contained in obligations required by this Agreement to be performed or complied with by Buyer them on or prior to the Closing; and Seller shall have received a certificate signed by the Chief Executive Officer and Chief Financial Officer of Buyer, dated as of the Closing, to such effect.

Appears in 2 contracts

Samples: Share Purchase Agreement (Spectrum Global Solutions, Inc.), Share Purchase Agreement (Spectrum Global Solutions, Inc.)

Compliance with Covenants. Buyer shall have duly performed or and complied in all material respects with all obligationscovenants, agreements and covenants contained in obligations required by this Agreement to be performed or complied with by Buyer prior to it on or before the Closing; and Seller shall have received a certificate signed by the Chief Executive Officer and Chief Financial Officer of Buyer, dated as of the Closing, to such effectClosing Date.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Pluma Inc), Stock Purchase Agreement (Clarus Corp)

Compliance with Covenants. The Buyer shall have performed or and complied in all material respects with all obligationscovenants, agreements agreements, and covenants contained in conditions required by this Agreement to be performed or complied with by Buyer it prior to or at the Closing; and Seller shall have received a certificate signed by the Chief Executive Officer and Chief Financial Officer of Buyer, dated as of the Closing, to such effectClosing Date.

Appears in 2 contracts

Samples: Securities Purchase Agreement (China Shuangji Cement Ltd.), Securities Purchase Agreement (China Shuangji Cement Ltd.)

Compliance with Covenants. Buyer shall have performed or and complied in all material respects with all obligations, agreements and covenants contained in of this Agreement to be performed or complied with by Buyer on or prior to the Closing; Closing Date, and Seller Buyer shall have received delivered to Seller a certificate signed by the Chief Executive Officer and Chief Financial Officer of Buyer, dated as of the Closing, to such effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Greenman Technologies Inc)

Compliance with Covenants. Buyer shall have performed or and complied in all material respects with all obligationsterms, agreements agreements, covenants and covenants contained in conditions of this Agreement to be performed or complied with by Buyer it on or prior to the Closing; Closing Date, and Seller Buyer shall have received delivered to Seller a certificate signed by the Chief Executive Officer and Chief Financial Officer of Buyer, dated as of the Closing, to such that effect.

Appears in 1 contract

Samples: Stock Purchase Agreement (Diodes Inc /Del/)

Compliance with Covenants. Buyer shall have performed or and complied in all material respects with all obligationsterms, agreements agreements, covenants and covenants contained in conditions of this Agreement to be performed or complied with by Buyer it on or prior to the Closing; Closing Date, and Seller Buyer shall have received delivered to Selling Stockholders a certificate signed by the Chief Executive Officer and Chief Financial Officer of Buyer, dated as of the Closing, to such that effect.

Appears in 1 contract

Samples: Stock Purchase Agreement (Diodes Inc /Del/)

Compliance with Covenants. Buyer Purchaser shall have performed or complied in all material respects with all obligations, agreements and covenants contained in this Agreement to be performed or complied with by Buyer Purchaser prior to the Closing; , and Seller shall have received a certificate signed by the Chief Executive Officer and Chief Financial Officer an executive officer of BuyerPurchaser, dated as of the Closing, to such effect.

Appears in 1 contract

Samples: Securities Purchase Agreement (Encore Capital Group Inc)

Compliance with Covenants. Buyer shall have performed or and complied with in all material respects with all obligationsterms, agreements agreements, covenants and covenants contained in conditions of this Agreement to be performed or complied with by Buyer it on or prior to the Closing; Closing Date, and Seller Buyer shall have received delivered to the Shareholder a certificate signed certificate, executed by the Chief Executive Officer and Chief Financial Officer a duly authorized officer of Buyer, dated as of the Closing, to such that effect.

Appears in 1 contract

Samples: Stock Purchase Agreement (Sm&A)

Compliance with Covenants. Buyer shall have performed or and complied in all material respects with all obligations, agreements and covenants contained in of this Agreement to be performed or complied with by Buyer on or prior to the Closing; Closing Date, and Seller Buyer shall have received delivered to Seller a certificate signed by the Chief Executive Officer and Chief Financial Officer of Buyer, dated as of the Closing, to such effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Greenman Technologies Inc)

Compliance with Covenants. Buyer shall have performed or and complied in all material respects with all agreements, obligations, agreements covenants and covenants contained in conditions required by this Agreement to be performed or and complied with by Buyer it on or prior to the Closing; and Seller shall have received a certificate signed by the Chief Executive Officer and Chief Financial Officer of Buyer, dated as of the Closing, to such effect.. c.

Appears in 1 contract

Samples: Asset Purchase Agreement

Compliance with Covenants. Buyer Seller shall have performed or and complied in all material respects with all obligations, agreements and covenants contained in of this Agreement to be performed or Stock Purchase Execution Version complied with by Buyer it at or prior to the Closing; Closing Date, and Seller shall have received delivered to Fiserv and Buyer a certificate signed by the Chief Executive Officer and Chief Financial Officer of Buyer, dated as of the Closing, to such that effect.

Appears in 1 contract

Samples: Stock Purchase Agreement (First Interstate Bancsystem Inc)

Compliance with Covenants. Buyer shall have performed or and complied in all material respects with all obligationsterms, agreements agreements, covenants and covenants contained in conditions of this Agreement to be performed or complied with by Buyer them at or prior to the Closing; Closing Date, and Seller Buyer shall have received delivered to Seller a certificate signed by the Chief Executive Officer and Chief Financial Officer of Buyer, dated as of the Closing, to such that effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Audio Book Club Inc)

Compliance with Covenants. The Buyer shall have performed or and complied in all material respects with all obligationsagreements, agreements covenants and covenants contained in this Agreement obligations required by Section 7.04 and Section 7.05, to be performed or complied with by Buyer it at or prior to the Second Step Closing; and Seller shall have received a certificate signed by the Chief Executive Officer and Chief Financial Officer of Buyer, dated as of the Closing, to such effect.

Appears in 1 contract

Samples: Purchase and Option Agreement (Walgreen Co)

Compliance with Covenants. Buyer Purchaser shall have performed or and complied with, in all material respects with respects, all obligations, of the covenants and agreements and covenants contained in required by this Agreement to be performed or complied with by Buyer Purchaser at or prior to the Closing; Closing and Seller shall have received a certificate signed by of a duly authorized representative of Purchaser certifying to the Chief Executive Officer and Chief Financial Officer of Buyer, dated as of the Closing, to such effectmatters set forth in this Section 7.01(f).

Appears in 1 contract

Samples: Asset Purchase Agreement (Genicom Corp)

Compliance with Covenants. Buyer The Seller shall have duly performed or and complied with in all material respects with all obligationscovenants, agreements and covenants contained in obligations required by this Agreement to be performed or complied with by Buyer it on or prior to the Closing; and Seller Closing Date. The Buyer shall have received a certificate signed executed by an officer of the Chief Executive Officer and Chief Financial Officer of Buyer, Seller dated as of the ClosingClosing Date, to such effect.certifying the satisfaction of the conditions in this Section. 9.03

Appears in 1 contract

Samples: Asset Purchase Agreement (Usweb Corp)

Compliance with Covenants. Buyer shall have performed or complied and be in ------------------------- compliance with, in all material respects with respects, all obligationsof its respective covenants, agreements acts, and covenants contained in this Agreement obligations to be performed or complied with by under this Agreement, and Buyer prior to the Closing; and Seller shall have received delivered to Seller a certificate signed by the Chief Executive Officer and Chief Financial Officer of Buyer, dated as of the Closing, to such effecteffect signed on Buyer's behalf by its President or another appropriate officer.

Appears in 1 contract

Samples: Continuing Loan Purchase Agreement (United Panam Financial Corp)

Compliance with Covenants. Buyer Seller shall have performed or complied in all material respects with all obligationscovenants, agreements agreement and covenants contained in obligations required by this Agreement to be performed or complied compiled with by Buyer on or prior to the Closing; and Seller shall Closing Date, including, without limitation, the covenants set forth in Section 4.11. Purchaser will have received a certificate from Seller signed on behalf of Seller by an officer thereof with respect to the Chief Executive Officer and Chief Financial Officer of Buyer, dated as of the Closing, to such effectforegoing.

Appears in 1 contract

Samples: Asset Purchase Agreement (iBio, Inc.)

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Compliance with Covenants. Buyer shall have duly performed or and complied in all material respects with all obligationscovenants, agreements and covenants contained in obligations required by this Agreement to be performed or complied with by Buyer prior to it on or before the Closing; and Seller shall have received a certificate signed by the Chief Executive Officer and Chief Financial Officer of Buyer, dated as of the Closing, to such effectClosing Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Red Hat Inc)

Compliance with Covenants. Buyer shall have performed or and complied in all material respects with all obligations, agreements and of the covenants contained in this Agreement required to be performed or complied with by Buyer it under this Agreement at or prior to the Closing; and Seller shall have received a certificate signed by the Chief Executive Officer and Chief Financial Officer of Buyer, dated as of the Closing, to such effectClosing in all material respects.

Appears in 1 contract

Samples: Asset Purchase Agreement (PMFG, Inc.)

Compliance with Covenants. Buyer shall will have performed or and complied in all material respects with all obligationsterms, agreements agreements, covenants and covenants contained in conditions of this Agreement to be performed or complied with by Buyer it on or prior to the Closing; Closing Date, and Seller shall Buyer will have received delivered to Sellers a certificate signed certificate, executed by the Chief Executive Officer and Chief Financial Officer a duly authorized officer of Buyer, dated as of the Closing, to such that effect.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Lecroy Corp)

Compliance with Covenants. Buyer Each Seller shall have performed or complied in all material respects with all obligations, covenants and agreements and covenants contained in this Agreement required to be performed by such Seller under this Agreement at or complied with by Buyer prior to the Closing; Closing Date, and Seller U.S. Buyer shall have received a certificate signed by the Chief Executive Officer and Chief Financial Officer an authorized officer of BuyerU.S. Seller, dated as of the ClosingClosing Date, to such the foregoing effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (C&d Technologies Inc)

Compliance with Covenants. The Buyer shall have performed or and complied in all material respects with all obligations, agreements and covenants contained in of this Agreement to be performed or complied with by the Buyer on or prior to the Closing; Closing Date, and Seller the Buyer shall have received delivered to the Seller a certificate signed by the Chief Executive Officer and Chief Financial Officer of Buyer, dated as of the Closing, to such effect.

Appears in 1 contract

Samples: Equipment Purchase Agreement (AMERICAN POWER GROUP Corp)

Compliance with Covenants. Buyer shall have duly performed or and complied in all material respects with all obligationscovenants, agreements and covenants contained in obligations required by this Agreement to be performed or complied with by Buyer it on or prior to the Closing; and Seller shall have received a certificate signed by the Chief Executive Officer and Chief Financial Officer of Buyer, dated as of the Closing, to such effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Century Aluminum Co)

Compliance with Covenants. Buyer shall have performed or and complied in all material respects with all obligationsterms, agreements agreements, covenants and covenants contained in conditions of this Agreement to be performed or complied with by Buyer prior to it at the Closing; and Seller shall have received a certificate signed by the Chief Executive Officer and Chief Financial Officer of Buyer, dated as of the Closing, to such effectClosing Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Clean Energy Fuels Corp.)

Compliance with Covenants. Holdings and the Buyer shall have performed or complied in all material respects with all obligations, agreements and covenants contained in this Agreement required to be performed by them under this Agreement at or complied with by Buyer prior to the Closing; Closing Date, and Seller Holdings and the Buyer shall have received delivered to the Seller a certificate signed by the Chief Executive Officer and Chief Financial Officer of Buyer, dated as of the Closing, to such that effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (HMS Holdings Corp)

Compliance with Covenants. Buyer shall have performed or complied in all material respects with all obligations, agreements and covenants contained in this Agreement (or the Disclosure Schedule or any agreement, certificate or other document delivered in connection herewith) to be performed or complied with by Buyer prior to the Closing; , and Seller shall have received a certificate signed by the Chief Executive Officer and Chief Financial Officer an executive officer of Buyer, dated as of the Closing, to such effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (PTC Therapeutics, Inc.)

Compliance with Covenants. Buyer shall have performed or and complied in all material respects with all obligationsterms, agreements agreements, covenants, and covenants contained in conditions of this Agreement to be performed or complied with by Buyer it on or prior to the Closing; Funding Date, and Buyer shall have so certified to Parent and Seller shall have received a certificate signed by the Chief Executive Officer and Chief Financial Officer of Buyer, dated as of the Closing, to such effectin writing.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Affiliated Computer Services Inc)

Compliance with Covenants. Each Buyer shall have performed or complied in all material respects with all obligations, covenants and agreements and covenants contained in this Agreement required to be performed by such Buyer under this Agreement at or complied with by Buyer prior to the Closing; Closing Date, and U.S. Seller shall have received a certificate signed by the Chief Executive Officer and Chief Financial Officer an authorized officer of U.S. Buyer, dated as of the ClosingClosing Date, to such the foregoing effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (C&d Technologies Inc)

Compliance with Covenants. Buyer Seller shall have performed or complied in all material respects with all obligations, agreements and covenants contained in this Agreement (or in any Disclosure Schedule, agreement, certificate or other document delivered in connection herewith) to be performed or complied with by Buyer Seller prior to the Closing; and Seller Buyer shall have received a certificate signed by the Chief Executive Officer and Chief Financial Officer of BuyerSeller, dated as of the Closing, to such effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (PTC Therapeutics, Inc.)

Compliance with Covenants. Buyer shall have performed or complied in all material respects with all obligationseach of the covenants, agreements and covenants contained in obligations required by this Agreement to be performed or complied with by Buyer on or prior to the Closing; and Seller shall have received a certificate signed by the Chief Executive Officer and Chief Financial Officer of Buyer, dated as of the Closing, to such effectClosing Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Mediabistro Inc.)

Compliance with Covenants. Buyer shall have duly performed or and complied in all material respects with all obligationscovenants, agreements and covenants contained in obligations required by this Agreement to be performed or complied with by Buyer prior to it on of before the Closing; and Seller shall have received a certificate signed by the Chief Executive Officer and Chief Financial Officer of Buyer, dated as of the Closing, to such effect.Closing Date. Section 7.3

Appears in 1 contract

Samples: Asset Purchase Agreement (Ch2m Hill Companies LTD)

Compliance with Covenants. Buyer shall have performed or and complied in all material respects with all obligations, agreements of its covenants and covenants contained in obligations under this Purchase Agreement which are to be performed or complied with by Buyer it prior to or at the Closing; and Seller shall have received a certificate signed by the Chief Executive Officer and Chief Financial Officer of Buyer, dated as of the Closing, to such effect.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Castle Energy Corp)

Compliance with Covenants. Buyer Seller shall have performed or and complied with, in all material respects with respects, all obligations, of the covenants and agreements and covenants contained in required by this Agreement to be performed or complied with by Buyer Seller at or prior to the Closing; Closing and Seller shall have received a certificate signed by of a duly authorized Representative of Purchaser certifying to the Chief Executive Officer and Chief Financial Officer of Buyer, dated as of the Closing, to such effectmatters set forth in this Section 7.02(h).

Appears in 1 contract

Samples: Asset Purchase Agreement (Genicom Corp)

Compliance with Covenants. Buyer shall have has materially performed or and complied in all material respects with all obligations, agreements of its obligations and covenants contained in under this Agreement that are to be performed or complied with by Buyer prior to before or at the Closing; and Seller shall have received a certificate signed by the Chief Executive Officer and Chief Financial Officer of Buyer, dated as of the Closing, to such effect.

Appears in 1 contract

Samples: Stock Purchase Agreement (UpHealth, Inc.)

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