Performance of Buyer. Buyer shall have performed, satisfied and complied with all covenants, agreements and conditions required by this Agreement to be performed or complied with by it on or before the closing.
Performance of Buyer. Each of the acts, undertakings and covenants of Buyer to be performed on or before the Closing Date will have been duly performed in all material respects.
Performance of Buyer. Each of the agreements of Buyer to be performed on or before the Closing Date pursuant to the terms of this Agreement will have been duly performed on or before the Closing Date.
Performance of Buyer. Buyer shall have timely performed all obligations required by this Agreement to be performed by it.
Performance of Buyer. 22 12.8 Overpayments .......................................... 22 12.9 Verification of Formation Qualification; Reconveyance . 25 13. Apportionment of Liabilities and Obligations................. 25 13.1 Buyer ................................................. 25 13.2 Seller ................................................ 25 14. Indemnification ............................................. 25 14.1 Buyer's Indemnification of Selle ...................... 26 14.2 Seller's Indemnification of Buye ...................... 26 14.3
Performance of Buyer. Seller shall be entitled to the remedy of specific performance of Buyer's obligations under this Agreement in order to be assured of the benefits contemplated under this Agreement, the Assignment, Option or Management Agreement. Should Buyer fail to perform any obligation under this Agreement, the Assignment, Option or Management Agreement, which if unremedied would have a material adverse effect on Seller, then Seller may give written notice to Buyer of such failure to perform. If Seller gives such notice and Buyer does not remedy such failure within 60 days of receipt of such notice, in addition to the remedy of specific performance, Seller shall have the right to cause the attorney-in-fact of Buyer identified in the Limited Power of Attorney to execute an Assignment, Bill xx Sale and Conveyance in a form substantially similar to that set forth in Exhibit V covering any or all of the Assets which are adversely affected by such failure. Seller and Buyer expressly waive any and all claims against the attorney-in-fact named in the Limited Power of Attorney and any right to enjoin such attorney-in-fact.
Performance of Buyer. The representations and warranties of Buyer contained in this Agreement or in any document delivered by or on behalf of Buyer to Seller pursuant to this Agreement shall be true and correct in all material respects as of the Closing Date, except for changes permitted or contemplated by this Agreement, and Buyer shall have performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by it on or prior to the Closing Date.
Performance of Buyer. Platinum shall cause Buyer to comply with all its obligations hereunder and, subject to the terms and conditions hereof, to consummate the Acquisition as contemplated herein.
Performance of Buyer. (a) All of the covenants and obligations that Buyer is 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.
(b) Buyer must have delivered each document required to be delivered by Buyer pursuant to Section 2.5 and must have made the cash payments required to be made by Buyer pursuant to Section 2.5.
(c) Buyer must have delivered a closing certificate, substantially in the form of Exhibit B.
(d) Buyer must have delivered a certificate of its secretary, substantially in the form of Exhibit C.
(e) Buyer must have delivered an opinion of Fulbright & Jxxxxxxx L.L.P., dated the Closing Date, solely with respect to the corporate existence and corporate authority of Buyer and the enforceability of the Transaction Documents to which Buyer is a party, subject to customary assumptions, qualifications and limitations and otherwise in form reasonably acceptable to the Sellers.
Performance of Buyer. 23 --------------------------------------------------------------------------- SECTION 8.3. ABSENCE OF LITIGATION................................ 23 --------------------------------------------------------------------------- SECTION
