Performance by Sellers. Sellers shall have performed and complied in all material respects with all of their covenants, agreements and obligations hereunder through the Closing;
Performance by Sellers. The Sellers shall have duly performed and complied with all terms, agreements, covenants and conditions required by this Agreement to be performed or complied with by them prior to or the Closing.
Performance by Sellers. Performance in all material respects of the respective obligations and covenants of, and respective deliveries required of, each Seller hereunder.
Performance by Sellers. At the Closing, Company or LLC as provided shall deliver to Purchaser the following:
(i) Company shall deliver a bxxx of sale substantially in the form set forth as Schedule 9.1(a)(i) (the “Bxxx of Sale”) for all of the Company Assets described in Sections 2.1 (a) through (c), (e) and (i) property duly executed by Company, and such other good and sufficient instruments of conveyance, transfer and assignment (in form and substance reasonably acceptable to Purchaser) as shall be necessary to vest Purchaser good and valid title to the Assets free and clear of all Encumbrances;
(ii) an assignment of all of Company’s rights, if any, in the Assets that are intangible personal property described in Sections 2.1 (d), (f), (g) and (h) substantially in the form set forth as Schedule 9.1(a)(ii), which assignment shall also contain Purchaser’s undertaking and assumption of the Assumed Contracts, duly executed by Company (the “Assignment and Assumption Agreement”);
(iii) full possession of the Owned Real Property, together with the following: (A) a Warranty Deed, conveying fee simple title to each such parcel of real property properly executed by the LLC, each said deed to be in proper statutory form for recording; (B) FIRPTA affidavit; (C) Form 1099-B; (D) an owner's affidavit, which is in a form reasonably acceptable to the title company; (E) a certified copy of the formation documents of Company and LLC, and (F) a Certificate of Good Standing of each of Company and LLC in the State of Nebraska and any jurisdiction in which they are qualified to do business, in each case dated within thirty (30) days of the Closing Date.;
(iv) all books and records of Company relating to the Assets, excluding the Excluded Assets;
(v) evidence satisfactory to Purchaser that the employment of all Hired Employees by Company has been terminated, effective on or prior to the Closing Date, and evidenced that Purchaser has hired all the Hired Employees on the terms and conditions set forth in Section 5.9(a);
(vi) the Escrow Agreement duly executed by each party;
(vii) the Pay-Off letters together with any Required Financing Statements;
(viii) (A) closing statement setting forth customary pro-rations between the parties in accordance with local customs and procedures; (B) keys and/or access codes to any of the Assets including buildings, facilities, systems and computers; (C) a written commitment from the title company selected by Purchaser to issue (the expense to be divided between LLC and...
Performance by Sellers. All of the covenants and obligations that Sellers are required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), must have been duly performed and complied with in all material respects. Each document required to be delivered pursuant to Section 2.5(a) must have been delivered, and each of the other covenants and obligations in Section5 must have been performed and complied with in all respects.
Performance by Sellers. The performance and observance, in all material respects, by Sellers of all covenants and agreements of this Agreement to be performed or observed by Sellers prior to or on the Closing Date shall be a condition precedent to Buyer’s obligation to purchase the Property, unless the failure to perform or comply would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.
Performance by Sellers. Each of the covenants, agreements, and obligations to be performed by the Company and/or Sellers on or before the Closing Date pursuant to the terms hereof shall have been duly performed on or before the Closing Date.
Performance by Sellers. Sellers shall have performed in all material respects their agreements and covenants hereunder (including, without limitation, their covenants in Articles 5 and 6) to the extent such are required to be performed at or prior to the Closing.
Performance by Sellers. Without limitation of any specific reference to such effect elsewhere herein, Parent irrevocably covenants to Buyer that it will cause OFLLC to, and will cause OFLLC to cause OSI to, perform its respective obligations hereunder and under any Closing Document to which it (or any of them) is a party and otherwise to comply with the terms hereof and thereof.
Performance by Sellers. Sellers and/or Issuer shall have performed in all material respects all obligations and agreements and complied in all material respects with all covenants required by this Agreement and by the Master Services Agreement to be performed or complied with by it prior to or at the Closing, including executing the Collateral Agreements.
