Performance of Covenants. The Company and the Sellers shall have performed in all material respects all obligations and agreements, and complied in all material respects with each of the covenants and conditions, contained in this Agreement to be performed or complied with by them prior to or at the Closing Date.
Appears in 6 contracts
Samples: Purchase Agreement (Aveon Group L.P.), Purchase Agreement (Aveon Group L.P.), Purchase Agreement (Aveon Group L.P.)
Performance of Covenants. The Company and the Sellers shall have performed in all material respects all obligations and agreements, and complied in all material respects with each of the covenants agreements and conditionscovenants, contained in this Agreement required to be performed by or complied with by them it at or prior to or at the Closing DateClosing.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (White River Energy Corp.), Agreement and Plan of Merger (GameSquare Holdings, Inc.), Agreement and Plan of Merger (FaZe Holdings Inc.)
Performance of Covenants. The Company and the Sellers shall have performed in all material respects all obligations and agreements, and complied in all material respects with each All of the covenants and conditions, agreements of the Company contained in this Agreement and required to be performed on or complied with by them prior to or at the Closing DateDate shall have been performed in a manner satisfactory in all respects to Purchasers.
Appears in 4 contracts
Samples: Note and Warrant Purchase Agreement (Bion Environmental Technologies Inc), Note and Warrant Purchase Agreement (D2 Co LLC), Note and Warrant Purchase Agreement (Genta Incorporated /De/)
Performance of Covenants. The Company and the Sellers shall have performed in all material respects all obligations and agreements, and complied in all material respects with each of the all covenants and conditions, contained obligations in this Agreement required to be performed or complied with by them Sellers at or prior to or at the Closing DateClosing.
Appears in 4 contracts
Samples: Interest Purchase Agreement, Interest Purchase Agreement (Erp Operating LTD Partnership), Interest Purchase Agreement (Lehman Brothers Holdings Inc)
Performance of Covenants. The Company Each of the Sellers and the Sellers Company shall have performed in all material respects all obligations and agreements, and or complied in all material respects with each of the their respective agreements and covenants and conditions, contained in required by this Agreement to be performed or complied with by them it prior to or at the Closing DateClosing.
Appears in 4 contracts
Samples: Stock Purchase Agreement (Integrated Health Services Inc), Agreement and Plan of Reorganization (Integrated Health Services Inc), Stock Purchase Agreement (Integrated Health Services Inc)
Performance of Covenants. The Company and the Sellers shall have duly performed in all material respects all obligations and agreements, and complied in all material respects with each of the covenants all covenants, obligations and conditions, contained in agreements required by this Agreement to be performed or complied with by them the Sellers at or prior to or at the Closing DateClosing.
Appears in 4 contracts
Samples: Amended and Restated Agreement and Plan of Merger (TILT Holdings Inc.), Amended and Restated Agreement and Plan of Merger (TILT Holdings Inc.), Stock Purchase Agreement (Scansource, Inc.)
Performance of Covenants. The Company and the Sellers shall have performed and complied, in all material respects all obligations and agreementsrespects, and complied in all material respects with each of the covenants and conditions, contained in provisions of this Agreement required to be performed or complied with by them prior to or at it between the date hereof and the Closing Date.
Appears in 4 contracts
Samples: Share Purchase Agreement (Magellan Health Services Inc), Securities Purchase Agreement (Kevco Partners Investment Trust), Securities Purchase Agreement (Kevco Inc)
Performance of Covenants. The Company and the Sellers shall have performed in all material respects all obligations and agreementsobligations, and complied in all material respects with each of the covenants agreements and conditionscovenants, contained in this Agreement required to be performed by or complied with by them it hereunder on or prior to or at the Closing DateEffective Time.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Aramark Corp/De), Agreement and Plan of Merger (Neubauer Joseph), Agreement and Plan of Merger (Swift Transportation Co Inc)
Performance of Covenants. The Each Target Company and the Sellers shall have performed and complied with, in all material respects respects, all obligations and agreements, and complied in all material respects with each of the its covenants and conditions, contained obligations set forth in this Agreement required hereby to be performed or complied with by them prior to at or at before the Closing Date(to the extent that such covenants and obligations require performance by the Company at or before Closing).
Appears in 3 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement (LightBeam Electric Co), Share Purchase Agreement (LightBeam Electric Co)
Performance of Covenants. The Each of the Company and the Sellers shall have performed in all material respects all obligations and agreements, and complied in all material respects with each of the all covenants and conditions, contained agreements required in this Agreement to be performed or complied with by them prior to or at the Closing Date.;
Appears in 3 contracts
Samples: Stock Purchase Agreement (Apollo Medical Holdings, Inc.), Stock Purchase Agreement (Apollo Medical Holdings, Inc.), Stock Purchase Agreement (Apollo Medical Holdings, Inc.)
Performance of Covenants. The Company and the Sellers shall will have performed in all material respects all obligations and agreements, and complied in all material respects with each of the covenants all agreements and conditions, contained in obligations required by this Agreement to be performed or complied with by them it at or prior to or at the Closing Datefor the benefit of the GM Buyers.
Appears in 3 contracts
Samples: Master Disposition Agreement (Delphi Automotive PLC), Master Disposition Agreement (Delphi Corp), Master Disposition Agreement (General Motors Co)
Performance of Covenants. The Company and the Sellers shall have performed in all material respects all its obligations and agreements, and complied in all material respects with each the agreements and covenants of the covenants and conditions, contained in this Agreement Company to be performed or complied with by them prior to or at the Closing Date.it under this Agreement;
Appears in 3 contracts
Samples: Stock Purchase Agreement (Statia Terminals Group Nv), Stock Purchase Agreement (Kaneb Services LLC), Stock Purchase Agreement (Kaneb Pipe Line Operating Partnership Lp)
Performance of Covenants. The Company and the Sellers shall will have performed in all material respects all obligations and agreements, and complied in all material respects with each of the covenants all agreements and conditions, contained in obligations required by this Agreement to be performed or complied with by them it at or prior to or at the Closing Datefor the benefit of the Company Buyer.
Appears in 3 contracts
Samples: Master Disposition Agreement (Delphi Automotive PLC), Master Disposition Agreement (Delphi Corp), Master Disposition Agreement (General Motors Co)
Performance of Covenants. The Company and the Sellers shall have performed in all material respects all obligations and agreements, and complied in all material respects with each of the its covenants and conditions, obligations contained in this Agreement to be performed on or complied with by them prior to or at the Closing Date, and Buyer shall have received a certificate to such effect, executed by the Company and dated as of the Closing Date, in form satisfactory to Buyer.
Appears in 3 contracts
Samples: Limited Liability Company Membership Interest (Pazoo, Inc.), Limited Liability Company Membership Interest (Pazoo, Inc.), License Agreement (Pazoo, Inc.)
Performance of Covenants. The Company and the Sellers shall have performed in all material respects all obligations and agreements, and complied in all material respects with each of the obligations and covenants and conditions, contained in required by this Agreement to be performed or complied with by them Sellers on or prior to or at the Closing Date.
Appears in 3 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement, Asset Purchase Agreement (Chesapeake Corp /Va/)
Performance of Covenants. The Each Company and the Sellers each Seller shall have performed in and complied with all material respects all obligations and agreements, and complied in all material respects with each of the covenants and conditions, contained in obligations required by this Agreement to be performed or complied with by them such party prior to or at the Closing DateClosing.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Hallmark Financial Services Inc), Purchase Agreement (Hallmark Financial Services Inc), Purchase Agreement (Hallmark Financial Services Inc)
Performance of Covenants. The Company and the Sellers shall have performed fulfilled or complied with in all material respects all obligations and agreements, and complied in all material respects with each of the covenants and conditions, contained in this Agreement required to be performed fulfilled or complied with by them it at or prior to or at the Closing DateClosing, and the Sellers’ Representative shall have executed and delivered a certificate to that effect.
Appears in 3 contracts
Samples: Share Purchase Agreement (Akumin Inc.), Share Purchase Agreement (Akumin Inc.), Share Purchase Agreement (Akumin Inc.)
Performance of Covenants. The Company and the Sellers shall have performed (i) in all material respects all obligations and agreementsobligations, and complied in all material respects with each of the covenants agreements and conditionscovenants, contained in this Agreement required to be performed by or complied with by them it hereunder on or prior to or at the Closing DateEffective Time and (ii) in all respects the obligations set forth in Section 2.5(i)(ii).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bandag Inc), Agreement and Plan of Merger (Bandag Inc)
Performance of Covenants. The Company Seller and the Sellers Company shall have performed in all material respects all obligations and agreements, and complied in all material respects with each of the all covenants and conditions, contained in agreements required by this Agreement to be performed or complied with by them Seller and the Company prior to or at the Closing DateClosing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Adac Laboratories), Consulting Agreement (Gateway Energy Corp/Ne)
Performance of Covenants. The Company Seller and the Sellers Company shall have performed in all material respects all obligations and agreements, and complied in all material respects with each of the covenants and conditions, contained in this Agreement obligations required to be performed or complied with by them the Seller and the Company, as applicable, under this Agreement prior to or at the Closing DateClosing.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Wireless Telecom Group Inc), Membership Interest Purchase Agreement (R F Industries LTD)
Performance of Covenants. The Company and the Sellers shall have performed in all material respects all obligations and agreementsobligations, and complied in all material respects with each of the covenants agreements and conditionscovenants, contained in required, under this Agreement Agreement, to be performed or complied with by them it at or prior to or at the Closing DateEffective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Castle Brands Inc), Agreement and Plan of Merger (Kindred Healthcare, Inc)
Performance of Covenants. The Company and the Sellers shall have performed in all material respects all obligations and agreementsobligations, and complied in all material respects with each of the covenants agreements and conditionscovenants, contained in this Agreement required to be performed by or complied with by them it at or prior to or at the Closing DateEffective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ormat Technologies, Inc.), Agreement and Plan of Merger (Us Geothermal Inc)
Performance of Covenants. The Company and the Sellers each Seller shall have performed in and complied with all material respects all obligations and agreements, and complied in all material respects with each of the covenants and conditions, contained in obligations required by this Agreement to be performed or complied with by them such party prior to or at the Closing DateClosing.
Appears in 2 contracts
Samples: Paac Purchase Agreement (Hallmark Financial Services Inc), Purchase Agreement (Hallmark Financial Services Inc)
Performance of Covenants. The Company Sellers and the Sellers Company shall have performed in all material respects all obligations and agreements, and complied in all material respects with each of the covenants and conditions, contained in provisions of this Agreement required to be performed or complied with by them on or prior to or at the Closing Date.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Resource America Inc), Securities Purchase Agreement (Atlas America Inc)
Performance of Covenants. The Company and the Sellers Vendor shall have performed in all material respects all obligations and agreements, and or complied in all material respects with each of the covenants all covenants, agreements and conditions, contained in obligations required by this Agreement to be performed or complied with by them the Vendor on or prior to or at the Closing Date.
Appears in 2 contracts
Samples: Share Purchase Agreement (Akanda Corp.), Share Purchase Agreement (Akanda Corp.)
Performance of Covenants. The Company Sellers and the Sellers Company shall have performed in all material respects all obligations and agreements, and complied in all material respects with each of the covenants all covenants, obligations and conditions, contained in this Agreement agreements to be performed or complied with by them prior Sellers or the Company on or before the Closing Date pursuant to this Agreement or any schedule or exhibit hereto, including, but not limited to, the transfer of the Shares to Buyer in the manner set forth herein, and Sellers and a duly authorized officer of the Company shall so certify at the Closing DateClosing.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Reliance Steel & Aluminum Co), Stock Purchase Agreement (Reliance Steel & Aluminum Co)
Performance of Covenants. The Company and the Sellers shall each Seller will have performed in and complied with all material respects all obligations and agreements, and complied in all material respects with each of the covenants and conditions, contained in obligations required by this Agreement to be performed or complied with by them such party prior to or at the Closing DateClosing.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Inspire Insurance Solutions Inc), 4 Stock Purchase Agreement (Inspire Insurance Solutions Inc)
Performance of Covenants. The Company Each of the covenants and obligations that the Seller is required to comply with or to perform at or prior to the Closing, and each of the covenants that the Stock Recipient Members are required to have complied with or to have performed under the Confidentiality Agreements and the Sellers Support Agreements, shall have been complied with and performed in all material respects all obligations and agreements, and complied in all material respects with each of the covenants and conditions, contained in this Agreement to be performed or complied with by them prior to or at the Closing Daterespects.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Raptor Pharmaceutical Corp), Asset Purchase Agreement (Raptor Pharmaceutical Corp)
Performance of Covenants. The Company Seller and the Sellers Companies shall have performed in all material respects all obligations and agreements, and complied in all material respects with each of the covenants and conditions, contained in this Agreement agreements required to be performed or complied with by them completed prior to or at on closing, including completion of the Closing Datedeliveries required by Section 5.3 of this Agreement.
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Greenhold Group Inc)
Performance of Covenants. The Company Holders and the Sellers Company shall have performed in all material respects all obligations and agreements, and complied in all material respects with each of the covenants and conditions, obligations contained in this Agreement required to be performed or complied with by them prior to or at between the date hereof and the Closing Date.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rex Energy Corp), Agreement and Plan of Merger (Markwest Energy Partners L P)
Performance of Covenants. The Company and Each of the Sellers shall have performed in all material respects all obligations and agreements, and complied in all material respects with each of the its covenants and conditions, contained in agreements required by this Agreement to be performed or complied with by them it at or prior to or at the Closing Datein all material respects.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Triumph Bancorp, Inc.)
Performance of Covenants. The Company and the Sellers shall have performed in all material respects all obligations and agreementsobligations, and complied in all material respects with the agreements and covenants, in this Agreement and each of the covenants and conditions, contained in this Agreement Ancillary Documents required to be performed by or complied with by them it at or prior to or at the Closing DateClosing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Panbela Therapeutics, Inc.), Agreement and Plan of Merger (Panbela Therapeutics, Inc.)
Performance of Covenants. The Company and the Sellers shall have performed in all material respects all obligations and agreements, and complied in all material respects with each all of the their covenants and conditions, contained in this Agreement agreements required to be performed or complied with by them pursuant to the Transaction Documents prior to or at the Closing Date.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Caesars Acquisition Co)
Performance of Covenants. The Company and the Sellers Seller shall have performed in all material respects all obligations and agreements, and complied in all material respects with each of the covenants and conditions, contained in this Agreement to be performed or complied with by them prior to or at the Closing Date.
Appears in 2 contracts
Samples: Purchase Agreement (Aveon Group L.P.), Purchase Agreement (Aveon Group L.P.)
Performance of Covenants. The Each of the Company and the Sellers Seller shall have performed in all material respects all obligations and agreements, and complied in all material respects with each of the all covenants and conditions, contained agreements required in this Agreement to be performed or complied with by them prior to or at the Closing Date.;
Appears in 2 contracts
Samples: Stock Purchase Agreement (Apollo Medical Holdings, Inc.), Stock Purchase Agreement (Apollo Medical Holdings, Inc.)
Performance of Covenants. The Company and the Sellers shall have performed in all material respects performed all obligations and agreements, and complied in with all material respects with each of the covenants and conditions, contained in required by this Agreement to be performed or complied with by them it prior to or at the Closing Date.Effective Time;
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Essilor International /Fi), Agreement and Plan of Merger (FGX International Holdings LTD)
Performance of Covenants. The Company and the Sellers shall have performed and complied with in all material respects all obligations and agreements, and complied in all material respects with each of the their respective covenants and conditions, contained in this Agreement agreements required to be performed or complied with by them under this Agreement prior to or at the Closing DateDate and Buyer shall have received a certificate from each of the Company and each Seller certifying as to the foregoing.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Worlds Online Inc.), Membership Interest Purchase Agreement (Worlds Online Inc.)
Performance of Covenants. The Company Target Companies and the Sellers Seller shall have performed and complied with in all material respects all obligations and agreements, and complied in all material respects with each of the their respective covenants and conditions, contained in this Agreement agreements required to be performed or complied with by them under this Agreement prior to or at the Closing Date.
Appears in 2 contracts
Samples: Stock and Membership Interest Purchase Agreement (American Rebel Holdings Inc), Stock and Membership Interest Purchase Agreement (Snyder's-Lance, Inc.)
Performance of Covenants. The Company Sellers and the Sellers Company shall both have performed in all material respects all obligations and agreements, and or complied in all material respects with each of the their respective agreements and covenants and conditions, contained in required by this Agreement to be performed or complied with by them prior to or at the Closing DateClosing.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Finwise Bancorp), Membership Interest Purchase Agreement (Finwise Bancorp)
Performance of Covenants. The Company Owners and the Sellers Company shall have performed in all material respects all obligations and agreements, and complied in all material respects with each of the covenants all agreements and conditions, contained in conditions required by this Agreement to be performed or complied with by them such Owner or the Company prior to or at on the Closing Date.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Hightimes Holding Corp.)
Performance of Covenants. The Each of the Company and the Sellers Seller shall have performed and complied with, in all material respects respects, all obligations and agreements, and complied in all material respects with each of the its covenants and conditions, contained obligations set forth in this Agreement required hereby to be performed by it at or complied with by them prior to or at before the Closing DateClosing.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (LightBeam Electric Co)
Performance of Covenants. The Company and the Sellers shall have performed in all material respects all obligations and agreements, and complied in all material respects with each of the covenants and conditions, contained in this Agreement to be performed or complied with by them prior to or at the Closing Dateon such date.
Appears in 1 contract
Performance of Covenants. The Company Corporation and the Sellers Vendors shall have performed in fulfilled or complied with all material respects all obligations and agreements, and complied in all material respects with each of the covenants and conditions, contained in this Agreement and in any Ancillary Agreement to be performed fulfilled or complied with by them at or prior to or at the Closing Date.Closing;
Appears in 1 contract
Performance of Covenants. The Company and the Sellers Each Seller shall have performed in all material respects all obligations and agreements, and complied in all material respects with each of the covenants and conditionsevery covenant, contained in agreement and condition required by this Agreement to be performed or complied with by them it prior to or at on the Closing DateClosing.
Appears in 1 contract
Samples: Asset Purchase Agreement (United Companies Financial Corp)
Performance of Covenants. The Company and the Sellers each Seller shall have performed in or complied with all material respects all obligations and of the agreements, and complied in all material respects with each of the covenants and conditions, contained in conditions required by this Agreement to be performed or complied with by them prior to or at the Closing DateClosing.
Appears in 1 contract
Performance of Covenants. The Company and the Sellers shall have duly performed in all material respects all obligations and agreements, and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the covenants and conditions, contained in this Agreement other Transaction Documents to be performed or complied with by them prior it before or on the Effective Time; provided that, with respect to or at agreements, covenants and conditions that are qualified by materiality, the Closing DateCompany shall have performed such agreements, covenants and conditions, as so qualified, in all respects.
Appears in 1 contract
Samples: Arrangement Agreement (Marizyme Inc)
Performance of Covenants. The Company and each of the Sellers Seller shall have performed and complied with, in all material respects respects, all obligations and agreements, and complied in all material respects with each of the their covenants and conditions, contained in this Agreement to be performed at or complied with by them prior to or at before the Closing Date(to the extent that such covenants require performance by the Company or a Seller at or before the Closing).
Appears in 1 contract
Samples: Stock Purchase Agreement (CURO Group Holdings Corp.)
Performance of Covenants. The Company and the Sellers each Seller shall have performed in all material respects all obligations and agreements, and or complied in all material respects with each all of the agreements and covenants and conditions, contained in required by this Agreement to be performed or complied with by them prior to the Company or at the Closing Dateeach such Seller.
Appears in 1 contract
Performance of Covenants. The Each Company and the Sellers Seller shall have performed performed, in all material respects respects, all of their respective obligations and agreements, and complied in all material respects with each of the covenants and conditions, contained in this Agreement required to be performed or complied with by them under this Agreement prior to or at the Closing DateClosing.
Appears in 1 contract
Samples: Stock Purchase Agreement (Wayside Technology Group, Inc.)
Performance of Covenants. The Company and Each of the Sellers and Fiduciary shall have performed in all material respects all covenants and obligations and agreements, and complied in with all material respects with each of the covenants and conditions, contained in conditions required by this Agreement to be performed or complied with by it or them on or prior to or at the Closing Date.
Appears in 1 contract
Samples: Exhibit 2 Agreement and Plan of Merger (Unified Financial Services Inc)
Performance of Covenants. The Company Seller and the Sellers Shareholders shall have performed in all material respects all obligations and agreements, and or complied in all material respects with each of the their agreements and covenants and conditions, contained in required by this Agreement to be performed or complied with by them Seller prior to or at the Closing DateClosing.
Appears in 1 contract
Performance of Covenants. The All of the covenants and obligations that the Company and the Sellers Selling Unit Holders are required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects all obligations and agreements, and complied in all material respects with each of the covenants and conditions, contained in this Agreement to be performed or complied with by them prior to or at the Closing Daterespects.
Appears in 1 contract
Performance of Covenants. The Company and the Sellers shall have complied in all material respects with or performed in all material respects all obligations and agreements, and complied in all material respects with each of the covenants and conditions, contained in this Agreement conditions on their part to be performed or complied with by them on or prior to or at the Closing Date.
Appears in 1 contract
Performance of Covenants. The Company Sellers and the Sellers Company shall have performed or complied with in all material respects all obligations and agreements, and complied in all material respects with each of the covenants and conditions, contained in agreements required to be performed or complied with by Sellers and the Company under this Agreement to be performed or complied with by them on or prior to or at the Closing Date.
Appears in 1 contract
Samples: Acquisition Agreement (Seaspan CORP)
Performance of Covenants. The Company and the Sellers shall have performed in all material respects all covenants and obligations and agreements, and complied in with all material respects with each of the covenants and conditions, contained in conditions required by this Agreement to be performed or complied with by them it on or prior to or at the Closing Date.
Appears in 1 contract
Samples: Asset Purchase Agreement (Diversified Thermal Solutions Inc)
Performance of Covenants. The Company and the Sellers shall Vendors will have performed in all material respects all obligations and agreements, and or complied in all material respects with each of the covenants all covenants, agreements and conditions, contained in obligations required by this Agreement to be performed or complied with by them the Company or any of the Vendors on or prior to or at the Closing Effective Date.
Appears in 1 contract
Performance of Covenants. The Company Owner and the Sellers Company shall have performed in all material respects all obligations and agreements, and complied in all material respects with each of the covenants all agreements and conditions, contained in conditions required by this Agreement to be performed or complied with by them the Owner or the Company prior to or at on the Closing Date.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Hightimes Holding Corp.)
Performance of Covenants. The Company Vendors and the Sellers Corporation shall have performed in fulfilled or complied with all material respects all obligations and agreements, and complied in all material respects with each of the covenants and conditions, contained in this Agreement required to be performed fulfilled or complied with by them at or prior to or at the Closing Datein all material respects, and each Vendor and the Corporation shall have executed and delivered a certificate of a senior officer to that effect.
Appears in 1 contract
Performance of Covenants. The Company and the Sellers Vendor shall have performed complied, in all material materials respects all (except with respect to obligations and agreementsqualified by materiality, and complied in which case in all material respects respects) with each of the all covenants and conditions, contained in this Agreement agreements herein agreed to be performed or complied with caused to be performed by them it at or prior to or at the Closing DateTime.
Appears in 1 contract
Samples: Asset Purchase Agreement
Performance of Covenants. The Company Company, each Seller and the Sellers Xxxxxxxx shall have performed in all material respects all obligations and agreements, and or complied in all material respects with each all of the covenants and conditions, contained agreements in this Agreement to be performed or complied with by them prior to or at the Closing DateClosing.
Appears in 1 contract
Samples: Stock Purchase Agreement (Orleans Homebuilders Inc)
Performance of Covenants. The Company Each of the Vendors and the Sellers Company shall have performed in all material respects all obligations and agreements, and complied in all material respects with each of the covenants obligation, agreement and conditions, contained covenant in this Agreement required to be performed or complied with by them it under this Agreement or any other agreement or document contemplated by this Agreement at or prior to or the Closing. Each of the Vendors and the Company shall have delivered to the Purchaser at the Closing Datea duly executed certificate to such effect.
Appears in 1 contract
Samples: Share Purchase Agreement
Performance of Covenants. The Company Target Companies and the Sellers shall have performed in all material respects all obligations and agreements, and complied in all material respects with each all of the their respective 104 covenants and conditions, contained in this Agreement agreements required to be performed or complied with by them under this Agreement at or prior to or at the Closing DateClosing.
Appears in 1 contract
Samples: Merger and Stock Purchase Agreement (Compass Group Diversified Holdings LLC)
Performance of Covenants. The Company Each of the Purchaser and ------------------------ the Sellers Shareholders shall have performed in all material respects all covenants and obligations and agreements, and complied in all material respects with each of the covenants and conditions, contained in all conditions required by this Agreement to be performed or complied with by them it on or prior to or at the Closing Date.
Appears in 1 contract
Performance of Covenants. The Each of the covenants and obligations that the Company and the Sellers Selling Shareholders are required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects all obligations and agreements, and complied in all material respects with each respects. Each of the covenants and conditions, contained obligations of the Selling Shareholders set forth in this Agreement to be performed or Section 5.5 shall have been complied with by them prior to or at the Closing Datein all respects.
Appears in 1 contract
Performance of Covenants. The Company and the Sellers shall have performed in all material respects all obligations and agreements, and complied in all material respects with each of the all covenants and conditions, contained in this Agreement to be performed or complied with by them the Company prior to or at the Closing Date.
Appears in 1 contract
Samples: Purchase Agreement (Synavant Inc)
Performance of Covenants. The Company Seller and the Sellers Company shall have performed in all material respects all obligations and agreements, and complied in all material respects with each of the covenants and conditions, contained in this Agreement obligations required to be performed or complied with by them the Seller and the Company under this Agreement prior to or at the Closing DateClosing, other than the obligations set forth in Section 7.1(b)(i), which shall be performed and complied with in all respects.
Appears in 1 contract
Samples: Stock Purchase Agreement (Wanda Sports Group Co LTD)
Performance of Covenants. The Company Sellers and the Sellers Acquired Companies shall have performed and complied with in all material respects all obligations and agreements, and complied in all material respects with each of the their covenants and conditions, agreements contained in this Agreement to be performed on or complied with by them prior to or at the Closing Date.
Appears in 1 contract
Samples: Securities Purchase Agreement (TreeHouse Foods, Inc.)
Performance of Covenants. The Company and the Sellers Seller shall have performed in and complied with all material respects all obligations and agreements, and complied in all material respects with each of the covenants and conditions, contained in obligations required by this Agreement to be performed or complied with by them such party prior to or at the Closing DateClosing.
Appears in 1 contract
Samples: Purchase Agreement (Hallmark Financial Services Inc)
Performance of Covenants. The Company Each Seller and the Sellers Company shall have performed in all material respects all obligations and agreements, and complied in all material respects with each of the all covenants and conditions, contained in obligations under this Agreement required to be performed or and complied with by them such Seller or the Company prior to or at as of the Closing DateClosing.
Appears in 1 contract
Performance of Covenants. The Company Sellers and the Sellers Company shall have performed in all material respects all obligations and agreements, and complied in all material respects with each of the all covenants and conditions, agreements contained in this Agreement which are required to be performed or complied with by them at or prior to or at the Closing Date.Closing. In addition, Purchaser shall have received certificates,
Appears in 1 contract
Performance of Covenants. The Company and the Sellers shall have performed have, in all material respects all obligations and agreementsrespects, performed and complied in all material respects with each of the covenants and conditionsevery covenant, contained in agreement and condition required by this Agreement to be performed or complied with by them prior to or at on the Closing Date.
Appears in 1 contract
Performance of Covenants. The Company Seller and the Sellers shall Companies will have performed and complied with, in all material respects respects, all obligations and obligations, agreements, and complied in all material respects with each of the covenants and conditions, contained in this Agreement required to be performed by, or complied with by by, them under this Agreement at or prior to or at the Closing DateClosing.
Appears in 1 contract
Performance of Covenants. The Company and the Sellers Each of Vendors shall have performed fulfilled or complied with, in all material respects respects, all obligations and agreements, and complied in all material respects with each of the covenants and conditions, contained in this Agreement to be performed fulfilled or complied with by them it at or prior to or at the Closing DateClosing.
Appears in 1 contract
Performance of Covenants. The Company Seller and the Sellers Company shall have performed in all material respects all obligations and agreements, and or complied in all material respects with each of the all obligations, agreements and covenants and conditions, contained in this Agreement hereunder to be performed or complied with by them prior to each of them, respectively, on or at before the Closing Date.
Appears in 1 contract
Performance of Covenants. The Company Seller and the Sellers Company shall have duly performed in all material respects all obligations and agreements, and complied in all material respects with each of the covenants covenant and conditions, contained in this Agreement agreement required to be performed or complied with by them it under this Agreement, in each case, as and when required to be performed or complied with by it prior to or at on the Closing Completion Date.
Appears in 1 contract
Samples: This Option Agreement (CKX, Inc.)
Performance of Covenants. The Company Vendors and the Sellers Significant Vendors, as applicable, shall have performed in all material respects all obligations and agreements, and or complied in all material respects with each of the covenants all covenants, agreements and conditions, contained in obligations required by this Agreement to be performed or complied with by them on or prior to or at the Closing Date.
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Performance of Covenants. The Company Company, each Principal Stockholder and the all other Sellers shall have performed in all material respects all obligations and agreements, and or complied in all material respects with each all of the agreements and covenants and conditions, contained in required by this Agreement to be performed or complied with by them prior to before or at the Closing DateClosing.
Appears in 1 contract
Performance of Covenants. The Company and Each of the Company, the Sellers and Mikitarian shall have performed in all material respects all obligations and agreements, and complied in all material respects with each of the all covenants and conditions, contained agreements required in this Agreement to be performed or complied with by them prior to or at the Closing Date.;
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Apollo Medical Holdings, Inc.)
Performance of Covenants. The Company Each of the Company, the Representative and the Sellers shall have performed and complied with in all material respects all obligations and agreements, and complied in all material respects with each of the covenants and conditions, contained in this Agreement agreements to the extent required to be performed or complied with by them him, her or it under this Agreement prior to or at on the Closing Date.
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Performance of Covenants. The Company and Each of the Sellers shall have ------------------------ performed in all material respects all covenants and obligations and agreements, and complied in all material respects with each of the covenants and conditions, contained in all conditions required by this Agreement to be performed or complied with by them it on or prior to or at the Closing Date.
Appears in 1 contract
Performance of Covenants. The Company and the Sellers shall have performed in or complied with all material respects all obligations and of the agreements, and complied in all material respects with each of the covenants and conditions, contained in conditions required by this Agreement to be performed or complied with by them prior to or at the Closing Date.Closing. 8.3
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Performance of Covenants. The Company Seller and the Sellers Principal Shareholders shall have performed in all material respects have performed all covenants and obligations and agreements, and complied in with all material respects with each of the covenants and conditions, contained in conditions required by this Agreement to be performed or complied with by them on or prior to or at the Closing Date.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (International Menu Solutions Corp)
Performance of Covenants. The Company Sellers and the Sellers Companies shall have performed in all material respects all obligations and agreements, and complied in all material respects with each of the their covenants and conditions, contained in this Agreement agreements required to be performed or complied with by them pursuant to the Transaction Documents prior to or at the Closing DateClosing.
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Performance of Covenants. The Company and the Sellers shall have performed in all material respects all of its obligations and agreements, and complied in all material respects with each all of the its agreements and covenants and conditions, contained in this Agreement to be performed or complied with by them it under this Agreement at or prior to or at the Closing DateSecond Merger Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Oncogenex Pharmaceuticals, Inc.)
Performance of Covenants. The Company and the Sellers shall have performed or complied with in all material respects all obligations and agreements, and complied in all material respects with each of the covenants and conditions, contained in obligations required by this Agreement to be performed or complied with by them on or prior to or at the Closing Date.
Appears in 1 contract
Samples: Stock Purchase Agreement (Federal Signal Corp /De/)
Performance of Covenants. The Company and the Sellers shall have performed in all material respects all of their respective obligations and agreements, and complied in all material respects with each all of the their respective agreements and covenants and conditions, contained in this Agreement to be performed or complied with by each of them under this Agreement at or prior to or at the Closing DateClosing.
Appears in 1 contract
Samples: Share Purchase Agreement (Carbylan Therapeutics, Inc.)
Performance of Covenants. The Company and the Sellers Company Owners shall have performed in all material respects all obligations and agreementsobligations, and complied in all material respects with each of the covenants agreements and conditionscovenants, contained in this Agreement required to be performed by or complied with by it or them at or prior to or at the Closing Date.
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Performance of Covenants. The Company and the Sellers Shareholder shall have performed in all material respects all obligations and agreements, and complied in all material respects with each of the covenants and conditionsevery covenant, contained in agreement and condition required by this Agreement to be performed or complied with by it or them prior to or at on the Closing Date.
Appears in 1 contract
Performance of Covenants. The Company and the Sellers Each Seller shall have performed in and complied with all material respects all obligations and agreementsterms, covenants, and complied in all material respects with each conditions of the covenants and conditions, contained in this Agreement to be performed or complied with by each of them prior to on or at before the Closing Date.
Appears in 1 contract
Samples: Limited Liability Company Unit (Taronis Technologies, Inc.)
Performance of Covenants. The Company and the Sellers each Seller shall have materially performed in and complied with all material respects all obligations and agreements, and complied in all material respects with each of the covenants and conditions, contained in obligations required by this Agreement to be performed or complied with by them such party prior to or at the Closing DateClosing.
Appears in 1 contract
Samples: Stock Purchase Agreement (Inspire Insurance Solutions Inc)
Performance of Covenants. The Company Companies and the Sellers Seller shall have performed in all material respects all obligations and agreements, and complied in all material respects with each of the all agreements, covenants and conditions, contained in obligations required by this Agreement to be performed or complied with by them such party prior to or at the Closing DateClosing.
Appears in 1 contract
Samples: Purchase Agreement (Hallmark Financial Services Inc)
Performance of Covenants. The Company and the Sellers shall have performed and complied with, in all material respects respects, all obligations and agreements, and complied in all material respects with each of the covenants and conditions, contained in agreements required by this Agreement to be performed or complied with by them at or prior to or at the Closing DateClosing.
Appears in 1 contract
Samples: Non Competition and Non Solicitation Agreement (Bacterin International Holdings, Inc.)
Performance of Covenants. The Company Sellers, the Seller Representative and the Sellers Company shall have performed in all material respects all obligations and agreements, and complied in all material respects with each of the covenants and conditions, contained in this Agreement obligations required to be performed or complied with by them the Sellers, the Seller Representative and the Company under Section 7.1 (Conduct of Business Prior to the Closing) prior to or at the Closing DateClosing.
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Performance of Covenants. The Company and the Sellers shall have performed fulfilled or complied, in all material respects respects, with all obligations and agreements, and complied in all material respects with each of the covenants and conditions, obligations contained in this Agreement to be performed fulfilled or complied with by them it at or prior to or at the Closing DateClosing.
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Performance of Covenants. The Company Seller and the Sellers Company shall have performed in all material respects all obligations and agreements, and complied in all material respects with each of the covenants and conditions, contained in provisions of this Agreement required to be performed or complied with by them prior to or at between the date hereof and the Closing Date.
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Performance of Covenants. The Company and the Sellers shall have performed in all ------------------------ material respects all obligations and agreements, and complied in all material respects with each of the covenants and conditionsall covenants, contained in this Agreement to be performed or complied with by them prior to or at the Closing Date.
Appears in 1 contract
Performance of Covenants. The Company and the Sellers shall have performed or complied with in all material respects all obligations and agreements, and complied in all material respects with each of the covenants and conditions, contained in this Agreement agreements required to be performed by it on or complied with by them prior to or the applicable Closing pursuant to this Agreement, including, without limitation, the delivery of certificates evidencing the Series A Preferred Stock issued to the Purchasers at the Closing DateClosing.
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Performance of Covenants. The Company and the Sellers Holders shall have performed in all material respects all obligations and agreements, and or complied in all material respects with each of the all agreements and covenants and conditions, contained in required by this Agreement to be performed or complied with by them prior to or at on the Closing Date.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Applied Digital Solutions Inc)
Performance of Covenants. The Company and the Sellers each Seller shall have performed in or complied with all material respects all obligations and of the agreements, and complied in all material respects with each of the covenants and conditions, contained in conditions required by this Agreement to be performed or complied with by them prior to or at the Closing DateClosing.
Appears in 1 contract
Performance of Covenants. The Company and the Sellers each Seller shall have performed in all material respects all obligations and agreements, and or complied in all material respects with each all of the covenants and conditions, contained agreements in this Agreement to be performed or complied with by them prior to or at the Closing DateClosing, except for agreements qualified by materiality, which shall be conformed and complied with in all respects.
Appears in 1 contract
Samples: Stock Purchase Agreement (Orleans Homebuilders Inc)
