Performance of Obligations by Sellers. Sellers shall have performed and complied with all agreements and conditions required to be performed or complied with by Sellers under this Agreement prior to or at the Closing including without limitation the delivery to Buyers of: (a) a duly executed Bill xx Sale transferring to Buyers all of the Acquired Purchase Contracts free of all liens and encumbrances; (b) a duly executed Assignment and Assumption Agreement transferring the Acquired Purchase Contracts; (c) a certified copy of resolutions of the Board of Directors of Sellers authorizing it to enter into and perform this Agreement.
Performance of Obligations by Sellers. 1.5 In order to induce the Purchaser to enter into this Agreement, the Controlling Shareholders individually hereby, absolutely, irrevocably and unconditionally guarantee to the Purchaser, its successors and assigns, the full payment of any amount that may be owed by the Sellers under § 3.8. Such guarantee will be as primary obligor and not merely as surety. The Controlling Shareholders hereby waive acceptance, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Sellers, any right to require a proceeding first against the Sellers, protest, notice and all demands whatsoever. The Controlling Shareholders agree to pay any and all costs and expenses (including reasonable fees and disbursements of counsel) incurred by the Purchasers in enforcing any rights under this section.
Performance of Obligations by Sellers. Sellers shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Closing Date, and Buyer shall have received at the Closing a certificate signed on behalf of Sellers to such effect;
Performance of Obligations by Sellers. Sellers shall have performed all obligations required to be performed by them under this Agreement at or prior to the Closing, except to the extent that such non-performance would reasonably be expected to have a Material Adverse Effect
Performance of Obligations by Sellers. Each of the Sellers, BPI and BPE shall have performed and complied in all Material respects with all agreements and conditions required to be performed or complied with by it under this Agreement on or prior to the Closing Date.
