Performance of Obligations of Buyer. Buyer shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of Buyer by the Chief Executive Officer and the Chief Financial Officer of Buyer to such effect.
Appears in 14 contracts
Samples: Merger Agreement (Pacifica Bancorp Inc), Merger Agreement (Ucbh Holdings Inc), Merger Agreement (Ucbh Holdings Inc)
Performance of Obligations of Buyer. Buyer shall have performed and complied in all material respects with all agreements, obligations and covenants required to be performed or complied with by it under this Agreement at on or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of Buyer by the Chief Executive Officer and the Chief Financial Officer of Buyer to such effect.
Appears in 10 contracts
Samples: Stock Purchase Agreement (Allstate Corp), Stock Purchase Agreement (Allstate Corp), Master Transaction Agreement (Voya Financial, Inc.)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all obligations required to be performed by it under this Agreement at or and prior to the Closing Date, and the Company Seller shall have received a certificate signed on behalf of Buyer by the Chief Executive Officer and the Chief Financial Officer an authorized officer of Buyer to such effect.
Appears in 9 contracts
Samples: Stock Purchase Agreement (Sixty Six Oilfield Services, Inc.), Stock Purchase Agreement (Liberated Solutions, Inc.), Stock Purchase Agreement (Virtual Sourcing, Inc.)
Performance of Obligations of Buyer. Buyer shall have performed and complied with all of its obligations under this Agreement in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate certificate, dated the Closing Date, signed on behalf of Buyer by the Chief Executive Officer and the Chief Financial Officer of Buyer to such effect.
Appears in 9 contracts
Samples: Merger Agreement (Independent Bank Corp), Merger Agreement (Peoples Federal Bancshares, Inc.), Merger Agreement (Independent Bank Corp)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all obligations required to be performed by it under and this Agreement at or prior to the Closing Date, and the Company Seller shall have received a certificate signed on behalf of Buyer by the Chief Executive Officer and the Chief Financial Officer chief executive officer of Buyer to such effect.
Appears in 8 contracts
Samples: Asset Purchase Agreement (Stran & Company, Inc.), Asset Purchase Agreement (Healing Co Inc.), Asset Purchase Agreement (Stran & Company, Inc.)
Performance of Obligations of Buyer. Buyer shall will have performed in all material respects all the obligations required to be performed by it under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of Buyer by the Chief Executive Officer and the Chief Financial Officer of Buyer to such effectClosing.
Appears in 8 contracts
Samples: Asset Purchase Agreement (DR Reddys Laboratories LTD), Asset Purchase Agreement (DR Reddys Laboratories LTD), Asset Purchase Agreement (Impax Laboratories Inc)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to before the Closing DateEffective Time, and the Company Seller shall have received a certificate signed on behalf of Buyer by the Chief Executive Officer and or the Chief Financial Officer of Buyer to such effect.
Appears in 7 contracts
Samples: Merger Agreement (BNC Bancorp), Merger Agreement (BNC Bancorp), Merger Agreement (BNC Bancorp)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all the obligations required to be performed by it under this Agreement at or prior to the Closing Date, and the Company Seller shall have received a certificate to such effect signed on behalf of Buyer by the Chief Executive Officer and chief executive officer or by the Chief Financial Officer chief financial officer of Buyer to such effectBuyer.
Appears in 7 contracts
Samples: Asset Purchase Agreement (Capstar Broadcasting Partners Inc), Asset Purchase Agreement (Capstar Broadcasting Partners Inc), Asset Purchase Agreement (Heftel Broadcasting Corp)
Performance of Obligations of Buyer. Buyer shall have performed and complied with all of its covenants and other obligations under this Agreement in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate certificate, dated as of the Closing Date, signed on behalf of Buyer by the Chief Executive Officer and the Chief Financial Officer of Buyer to such that effect.
Appears in 7 contracts
Samples: Merger Agreement (Enterprise Bancorp Inc /Ma/), Merger Agreement (Cambridge Bancorp), Merger Agreement (Eastern Bankshares, Inc.)
Performance of Obligations of Buyer. Buyer and Buyer Bank shall have performed in and complied with all material respects all of their obligations required under this Agreement to be performed by it under this Agreement at or prior to the Closing DateDate in all material respects, and the Company shall have received a certificate certificate, dated the Closing Date, signed on behalf of Buyer by the its Chief Executive Officer and the Chief Financial Officer of Buyer to such effect.
Appears in 6 contracts
Samples: Merger Agreement (Eagle Bancorp Montana, Inc.), Merger Agreement (Eagle Bancorp Montana, Inc.), Merger Agreement (Eagle Bancorp Montana, Inc.)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all the obligations required to be performed by it under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of Buyer by the Chief Executive Officer and the Chief Financial Officer of Buyer to such effect.
Appears in 5 contracts
Samples: Membership Interest Purchase Agreement (MVP REIT II, Inc.), Membership Interest Purchase Agreement (Vestin Realty Mortgage II, Inc), Membership Interest Purchase Agreement (Vestin Realty Mortgage II, Inc)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to before the Closing DateEffective Time, and the Company Target shall have received a certificate signed on behalf of Buyer by the Chief Executive Officer and or the Chief Financial Officer of Buyer to such effect.
Appears in 5 contracts
Samples: Merger Agreement (First Capital Bancorp, Inc.), Merger Agreement (Park Sterling Corp), Merger Agreement (Park Sterling Corp)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date, and the Company Seller shall have received a certificate signed on behalf of Buyer by the Chief Executive Officer or President and the Chief Financial Officer of Buyer to such effect.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Princeton Review Inc), Asset Purchase Agreement (Princeton Review Inc), Asset Purchase Agreement (Princeton Review Inc)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all obligations that are required to be performed by it under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of Buyer by the Chief Executive Officer and the Chief Financial Officer of Buyer to such effect.
Appears in 4 contracts
Samples: Share Purchase Agreement (Griffon Corp), Share Purchase Agreement (TTM Technologies Inc), Asset Purchase Agreement (Black Diamond, Inc.)
Performance of Obligations of Buyer. Buyer shall have performed and complied with all of its obligations under this Agreement in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing DateDate except where the failure of the performance of, or compliance with, such obligation has not had and does not have a Material Adverse Effect on Buyer, and the Company shall have received a certificate certificate, dated the Closing Date, signed on behalf of Buyer by the its Chief Executive Officer and the Chief Financial Officer of Buyer to such effect.
Appears in 4 contracts
Samples: Merger Agreement (Bank of the Ozarks Inc), Merger Agreement (Bank of the Carolinas CORP), Merger Agreement (Bank of the Ozarks Inc)
Performance of Obligations of Buyer. Buyer shall will have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date, Date and the Company shall Sellers will have received a certificate certificate, dated the Closing Date, signed on behalf of Buyer by the Chief Executive Officer and the Chief Financial Officer of Buyer to such effect.
Appears in 4 contracts
Samples: Stock Purchase Agreement (National Australia Bank LTD), Asset Purchase Agreement (National Australia Bank LTD), Asset Purchase/Liability Assumption Agreement (Homeside Lending Inc)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of Buyer by the Chief Executive Officer and the Chief Financial Officer of Buyer to such effectClosing.
Appears in 3 contracts
Samples: Stock Purchase Agreement (3m Co), Stock Purchase Agreement (Park Electrochemical Corp), Stock Purchase Agreement (Cross Country Healthcare Inc)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all or complied with the agreements and obligations required to be performed or complied with by it Buyer under this Agreement at or prior to the Closing Date, except where the failure to perform or comply would not have a Material Adverse Effect on Buyer; and the Company shall have received a certificate signed on behalf of Buyer by the Chief Executive Officer and the Chief Financial Officer of Buyer to such effect.
Appears in 3 contracts
Samples: Equity Purchase Agreement (Macrovision Solutions CORP), Equity Purchase Agreement (Lions Gate Entertainment Corp /Cn/), Equity Purchase Agreement (Macrovision Solutions CORP)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing DateClosing, and the Company shall have received a certificate signed on behalf of Buyer by the Chief Executive Officer and the or Chief Financial Officer of Buyer to such effect.
Appears in 3 contracts
Samples: Bid Conduct Agreement, Bid Conduct Agreement (ARRIS International PLC), Bid Conduct Agreement (CommScope Holding Company, Inc.)
Performance of Obligations of Buyer. Each of Buyer and Buyer Parent shall have performed in all material respects all obligations required to be performed by it or them under this Agreement at or prior to the Closing DateClosing, and the Company including without limitation delivery of items listed in Section 5.2. The Partnership shall have received a certificate signed on behalf of Buyer by the Chief Executive Officer and the Chief Financial Officer each of Buyer and Buyer Parent by its chief executive officer or chief financial officer to such effect.
Appears in 3 contracts
Samples: Partnership Interest Purchase Agreement, Partnership Interest Purchase Agreement (Boyd Gaming Corp), Partnership Interest Purchase Agreement (Harrahs Entertainment Inc)
Performance of Obligations of Buyer. Buyer shall have performed and complied in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by it under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of Buyer by the Chief Executive Officer and the Chief Financial Officer of Buyer to such effect.
Appears in 3 contracts
Samples: Stock Purchase Agreement (SMART Global Holdings, Inc.), Stock Purchase Agreement (SMART Global Holdings, Inc.), Stock Purchase Agreement (SMART Global Holdings, Inc.)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all obligations covenants and agreements required to be performed by it under this Agreement at or prior to the Closing Date, and the Company Parent shall have received a certificate signed on behalf of Buyer by the Chief Executive Officer and the Chief Financial Officer a duly authorized officer of Buyer to such effectthe effect that this condition has been satisfied.
Appears in 3 contracts
Samples: Equity Purchase Agreement (Scientific Games Corp), Equity Purchase Agreement (Endeavor Group Holdings, Inc.), Equity Purchase Agreement (Scientific Games Corp)
Performance of Obligations of Buyer. Buyer and Buyer Bank shall have performed and complied with all of their obligations under this Agreement in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate certificate, dated the Closing Date, signed on behalf of Buyer by the its Chief Executive Officer and the Chief Financial Officer of Buyer to such effect.
Appears in 3 contracts
Samples: Merger Agreement (Sunshine Bancorp, Inc.), Merger Agreement (C1 Financial, Inc.), Merger Agreement (Bank of the Ozarks Inc)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, agreements and obligations required to be performed by it under this Agreement at or prior to the Closing Date, and the Company Closing. Seller shall have received a certificate signed on behalf of Buyer by the Chief Executive Officer and the Chief Financial Officer an executive officer of Buyer to such effect.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Trump Entertainment Resorts, Inc.), Asset Purchase Agreement (Trump Entertainment Resorts, Inc.), Asset Purchase Agreement (Trump Entertainment Resorts Holdings Lp)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date, and the Company . Seller shall have received a certificate to the foregoing effect signed on behalf of Buyer by the Chief Executive Officer president and the Chief Financial Officer chief executive officer and chief financial officer of Buyer to such effectBuyer.
Appears in 2 contracts
Samples: Merger Agreement (Optical Security Group Inc), Merger Agreement (Applied Opsec Corp)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date, and the Company Seller shall have received a certificate signed on behalf of Buyer by the Chief Executive Officer and or the Chief Financial Officer of Buyer to such effect.
Appears in 2 contracts
Samples: Merger Agreement (Southern Missouri Bancorp, Inc.), Merger Agreement (Southern Missouri Bancorp, Inc.)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all the obligations required to be performed by it under this Agreement at or prior to the Closing Date, and the Company Sellers shall have received a certificate signed on behalf of Buyer by the Chief Executive Officer and the or Chief Financial Officer of Buyer to such effect.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Vestin Realty Mortgage II, Inc), Membership Interest Purchase Agreement (Vestin Realty Mortgage I, Inc.)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all obligations the obligations, covenants and agreements required to be performed by it under this Agreement at or prior to the Closing Date, and the Company AMNB shall have received a certificate dated as of the Closing Date and signed on behalf of Buyer by the Chief Executive Officer and or the Chief Financial Officer of Buyer to such effect.
Appears in 2 contracts
Samples: Merger Agreement (Atlantic Union Bankshares Corp), Merger Agreement (American National Bankshares Inc.)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all obligations and fulfilled all covenants required to be performed by it under this Agreement at on or prior to the Closing Date, and the Company Seller shall have received a certificate signed on behalf of Buyer by the Chief Executive Officer and the Chief Financial Officer an officer of Buyer to such effect.
Appears in 2 contracts
Samples: Purchase Agreement (Amerigas Finance Corp), Purchase Agreement (Amerigas Finance Corp)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all obligations required to be performed by it Buyer under this Agreement at or prior to the Closing DateClosing, and the Company Buyer Bring-Down Certificate shall have received include a certificate signed on behalf of Buyer by the Chief Executive Officer and the Chief Financial Officer of Buyer statement to such effect.
Appears in 2 contracts
Samples: Stock Purchase Agreement (United Payors & United Providers Inc), Stock Purchase Agreement (Pioneer Financial Services Inc /De)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all obligations and covenants required to be performed by it under this Agreement at or prior to the Closing Date, and the Company Seller shall have received a certificate signed on behalf of Buyer by the Chief Executive Officer and the Chief Financial Officer an executive officer of Buyer to such effect.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Realm Therapeutics PLC), Asset Purchase Agreement (Realm Therapeutics PLC)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, agreements and obligations required to be performed by it under this Agreement at or prior to the Closing DateClosing, and the Company including delivery of items listed in Section 4.2.Sellers shall have received a certificate signed on behalf of Buyer by the Chief Executive Officer and the Chief Financial Officer an executive officer of Buyer to such effect.
Appears in 2 contracts
Samples: Equity Interest Purchase Agreement (PNK Entertainment, Inc.), Equity Interest Purchase Agreement (Pinnacle Entertainment Inc.)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing DateEffective Time, and the Company shall have received a certificate signed on behalf of Buyer by the Chief Executive Officer and or the Chief Financial Officer of Buyer to such effect.
Appears in 2 contracts
Samples: Merger Agreement (Patriot Capital Funding, Inc.), Merger Agreement (Prospect Capital Corp)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all or complied with the agreements and obligations required necessary to be performed or complied with by it Buyer under this Agreement at or prior to the Closing Date, Date in all material respects; and the Company shall have received a certificate signed on behalf of Buyer by the Chief Executive Officer and the Chief Financial Officer of Buyer to such effect.
Appears in 2 contracts
Samples: Unit Purchase Agreement, Unit Purchase Agreement (Rovi Corp)
Performance of Obligations of Buyer. Buyer shall have taken all necessary corporate actions to consummate the transactions contemplated hereby and shall have performed and complied in all material respects all obligations with each covenant, agreement and condition required by this Agreement to be performed or complied with by it under this Agreement them at or prior to the Closing Date, Closing; and the Company Seller shall have received at the Closing a certificate certificate, signed on behalf of Buyer by the Chief Executive Officer and the Chief Financial Officer president or chief financial officer of Buyer Buyer, to such effect.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Hologic Inc), Asset Purchase Agreement (Fischer Imaging Corp)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing DateEffective Time, and the Company Seller shall have received a certificate signed on behalf of Buyer by the Chief Executive Officer and or the Chief Financial Officer of Buyer to such effect.
Appears in 2 contracts
Samples: Merger Agreement (Southern Missouri Bancorp, Inc.), Merger Agreement (Southern Missouri Bancorp, Inc.)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date, Second Closing; and the Company Seller shall have received a certificate signed on behalf of Buyer by the Chief Executive Officer and or the Chief Financial Officer of Buyer to such effect.
Appears in 2 contracts
Samples: Equity Purchase Agreement (ARC Properties Operating Partnership, L.P.), Equity Purchase Agreement (RCS Capital Corp)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to before the Closing DateEffective Time, and the Company Seller shall have received a certificate signed on behalf of Buyer by the President and Chief Executive Officer and the Chief Financial Officer of Buyer to such effect.
Appears in 2 contracts
Samples: Merger Agreement (Newbridge Bancorp), Merger Agreement (Newbridge Bancorp)
Performance of Obligations of Buyer. Buyer shall have performed and complied with all of its obligations under this Agreement in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate certificate, dated as of the Closing Date, signed on behalf of Buyer by the Chief Executive Officer and the Chief Financial Officer of Buyer to such that effect.
Appears in 2 contracts
Samples: Merger Agreement (Independent Bank Corp), Merger Agreement (Independent Bank Corp)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date, and the Company Seller shall have received a certificate signed on behalf of Buyer by the Chief Executive Officer and the Chief Financial Officer of Buyer to such effect.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Lin Television Corp), Asset Purchase Agreement (WTNH Broadcasting Inc)
Performance of Obligations of Buyer. Buyer shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by it under this Agreement at or Buyer prior to or at the Closing Date, Closing. The Corporation and the Company Sellers shall have received a certificate signed on behalf by an officer of Buyer by certifying as to fulfillment of the Chief Executive Officer and the Chief Financial Officer of Buyer to such effectcondition set forth in this Section 9.2(b).
Appears in 2 contracts
Samples: Stock Purchase Agreement (El Pollo Loco, Inc.), Stock Purchase Agreement (EPL Intermediate, Inc.)
Performance of Obligations of Buyer. The Buyer shall have performed in all material respects all obligations required to be performed by it them under this Agreement at or prior to the Closing Date, and the Company Seller shall have received a certificate signed on behalf of the Buyer by the its Chief Executive Officer and the Chief Financial Officer of Buyer to such effect.
Appears in 2 contracts
Samples: Merger Agreement (Washington Trust Bancorp Inc), Merger Agreement (First Financial Corp /Ri/)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date, First Closing; and the Company Seller shall have received a certificate signed on behalf of Buyer by the Chief Executive Officer and the Chief Financial Officer an authorized officer of Buyer to such effect.
Appears in 2 contracts
Samples: Equity Purchase Agreement (ARC Properties Operating Partnership, L.P.), Equity Purchase Agreement (RCS Capital Corp)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date, Closing; and the Company shall have received a certificate signed on behalf of Buyer by the Chief Executive Officer chief executive officer and the Chief Financial Officer chief financial officer of Buyer to such effect.
Appears in 2 contracts
Samples: Merger Agreement (Plato Learning Inc), Merger Agreement (Lightspan Inc)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing DateEffective Time, and the Company Valley Financial shall have received a certificate certificate, dated the Effective Date, signed on behalf of Buyer by the Chief Executive Officer and the Chief Financial Officer of Buyer to such effect.
Appears in 2 contracts
Samples: Merger Agreement (Valley Financial Corp /Va/), Merger Agreement (BNC Bancorp)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all obligations required to be performed by it under this Agreement at on or prior to the Closing Date, and the Company Seller shall have received a certificate signed on behalf of Buyer by the Chief Executive Officer and the Chief Financial Officer an executive officer of Buyer to such effect.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Fidelity & Guaranty Life), Stock Purchase Agreement (Harbinger Group Inc.)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all obligations required to be performed by it under this Agreement at on or prior to the Closing Date, ; and the Company Sellers shall have received a certificate signed on behalf of Buyer by the Chief Executive Officer and the Chief Financial Officer an executive officer of Buyer to such effect.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Protective Life Corp), Stock Purchase Agreement (Protective Life Insurance Co)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, agreements and obligations required to be performed by it under this Agreement at or prior to the Closing DateClosing, and the Company including delivery of items listed in Section 5.2. Sellers shall have received a certificate signed on behalf of Buyer by the Chief Executive Officer and the Chief Financial Officer an executive officer of Buyer to such effect.
Appears in 2 contracts
Samples: Equity Interest Purchase Agreement (CAESARS ENTERTAINMENT Corp), Equity Interest Purchase Agreement (Penn National Gaming Inc)
Performance of Obligations of Buyer. Buyer shall have performed and complied in all material respects with all obligations covenants required to be performed by it under this Agreement at on or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of Buyer by the Chief Executive Officer and the Chief Financial Officer an authorized officer of Buyer to such effect.
Appears in 1 contract
Samples: Stock Purchase Agreement (Navistar International Corp)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects ----------------------------------- all obligations required to be performed by it under this Agreement at or prior to the Closing Date, and the Company Seller shall have received a certificate signed on behalf of Buyer by the Chief Executive Officer and the Chief Financial Officer an executive officer of Buyer to such effect.
Appears in 1 contract
Samples: Stock Purchase Agreement (Paragon Technologies Inc)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all or complied with the agreements and obligations required necessary to be performed or complied with by it Buyer under this Agreement at or prior to the Closing Date, except where the failure to perform or comply would not have a Material Adverse Effect on Buyer; and the Company shall have received a certificate signed on behalf of Buyer by the Chief Executive Officer and the Chief Financial Officer of Buyer to such effect.
Appears in 1 contract
Samples: Asset Purchase Agreement (Macrovision Solutions CORP)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all each of the covenants, agreements and obligations required to be performed by it under this Agreement at or prior to the Closing Date, and the Company Closing. Seller shall have received a certificate signed on behalf of Buyer Buyer, by the Chief Executive Officer and the Chief Financial Officer a duly authorized officer of Buyer Buyer, to such effect.
Appears in 1 contract
Samples: Asset Purchase Agreement (Isle of Capri Casinos Inc)
Performance of Obligations of Buyer. Buyer shall have performed ----------------------------------- in all material respects all obligations required to be performed by it them under this Agreement at or prior to the Closing Date, and the Company Seller shall have received a certificate signed on behalf of Buyer by the Chief Executive Officer and the Chief Financial Officer of Buyer its chief executive officer to such effect.
Appears in 1 contract
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all obligations required to be performed by it under this Agreement to the extent intended to be performed at or prior to the Closing DateClosing, and the Company Seller shall have received a certificate signed on behalf of Buyer by the Chief Executive Officer and the Chief Financial Officer chief executive officer of Buyer to such effect.
Appears in 1 contract
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, agreements and obligations required to be performed by it under this Agreement at or prior to the Closing DateClosing, and the Company including without limitation delivery of items listed in Section 5.2 hereof. Each Seller shall have received a certificate signed on behalf of Buyer by the Chief Executive Officer and the Chief Financial Officer chief executive officer or chief financial officer of Buyer to such effecteffect to such officer’s knowledge.
Appears in 1 contract
Samples: Asset Purchase Agreement (Harrahs Entertainment Inc)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, agreements and obligations required to be performed by it under this Agreement at or prior to the Closing DateClosing, and the Company including without limitation delivery of items listed in Section 4.2 hereof that are to be delivered by Buyer. Seller shall have received a certificate signed on behalf of Buyer by the Chief Executive Officer and the Chief Financial Officer an officer of Buyer to such effect.
Appears in 1 contract
Samples: Asset Purchase Agreement (Penn National Gaming Inc)
Performance of Obligations of Buyer. Buyer shall have performed and complied in all material respects with all agreements and obligations required and satisfied all conditions to be performed performed, complied with and satisfied by it under this Agreement at or prior to or at the Closing, and Sellers shall have received certificates, dated as of the Closing Date, and the Company shall have received a certificate signed on behalf executed by an authorized officer of Buyer by the Chief Executive Officer and the Chief Financial Officer of Buyer Buyer, to such respective effect.
Appears in 1 contract
Samples: Share Purchase Agreement (Westinghouse Air Brake Technologies Corp)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all obligations required to be performed by it under this Agreement at on or prior to the Closing Date, and the Company Seller Entities shall have received a certificate signed on behalf of Buyer by the Chief Executive Officer and the Chief Financial Officer an authorized signatory of Buyer to such effect.
Appears in 1 contract
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all obligations the covenants and agreements required to be performed by it under this Agreement at or prior to the Closing Date, and the Company Closing. Seller Parent shall have received a certificate signed on behalf of Buyer by the Chief Executive Officer and the Chief Financial Officer a duly authorized officer of Buyer to such effectthe effect that this condition has been satisfied.
Appears in 1 contract
Samples: Transaction Agreement (Viatris Inc)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date, and the Company Seller shall have received a certificate duly signed on behalf of Buyer by the Chief Executive Officer and the Chief Financial Officer of Buyer to such effect.
Appears in 1 contract
Samples: Asset Purchase Option Agreement (WTNH Broadcasting Inc)
Performance of Obligations of Buyer. Buyer shall will have performed in all material respects all agreements, covenants and obligations required to be performed by it under this Agreement at or prior to the Closing Date, Date and the Company shall Seller will have received a certificate certificate, dated the Closing Date, signed on behalf of Buyer by the Chief Executive Officer and the Chief Financial Officer of Buyer to such effect.
Appears in 1 contract
Samples: Asset Purchase Agreement (Gleacher & Company, Inc.)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all (provided that any covenant or agreement of Buyer contained herein that is qualified by a materiality standard shall not be further qualified hereby) the obligations required to be performed by it under this Agreement at or prior to the Closing Date, and the Company Seller shall have received a certificate to such effect signed on behalf of Buyer by the Chief Executive Officer and chief executive officer or by the Chief Financial Officer chief financial officer of Buyer to such effectBuyer.
Appears in 1 contract
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, agreements and obligations required to be performed by it under this Agreement at or prior to the Closing DateClosing, and the Company including without limitation delivery of items listed in Section 1.5 hereof. Seller shall have received a certificate signed on behalf of Buyer by the Chief Executive Officer and the Chief Financial Officer chief executive officer or chief financial officer of Buyer to such effect.
Appears in 1 contract
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date, and the Company Shareholder shall have received a certificate signed on behalf of Buyer by the Chief Executive Officer and the Chief Financial Officer chief executive officer of Buyer to such effect.
Appears in 1 contract
Samples: Stock Purchase Agreement (Siemann Educational Systems Inc)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate certificate, dated the Closing Date, signed on behalf of Buyer by the Chief Executive Officer and the Chief Financial Officer of Buyer to such effect.
Appears in 1 contract
Samples: Merger Agreement (New Hampshire Thrift Bancshares Inc)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all obligations required to be performed by it them under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of Buyer by the Chief Executive Officer and the Chief Financial Officer chief executive officer or chief financial officer of Buyer to such effect.
Appears in 1 contract
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date, and the Company Sellers shall have received a certificate signed on behalf of Buyer by the Chief Executive Officer and the Chief Financial Officer an appropriate officer of Buyer to such effect.
Appears in 1 contract
Samples: Asset Purchase Agreement (Refac)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date, ; and the Company Shareholders shall have received a certificate signed on behalf of Buyer by the Chief Executive Officer and the Chief Financial Officer an authorized officer or director of Buyer to such effect.
Appears in 1 contract
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants and obligations required to be performed by it under this Agreement at or prior to the Closing Date, and the Company . Seller shall have received a certificate signed on behalf of Buyer by the Chief Executive Officer and the Chief Financial Officer an executive officer of Buyer to such effect.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Enbridge Energy Partners Lp)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all the obligations required to be performed by it under this Agreement in all material respects at or prior to the Closing DateClosing, and the Company Sellers shall have received a certificate certificate, dated the Closing Date, signed on behalf of Buyer by the Chief Executive Officer and the Chief Financial Officer an appropriate officer of Buyer to such effect.
Appears in 1 contract
Samples: Merger Agreement (Terex Corp)
Performance of Obligations of Buyer. The Buyer shall have performed in all material respects all obligations required to be performed by it the Buyer under this Agreement at or prior to the Closing Date, and the Company Seller shall have received a certificate Certificate signed on behalf of Buyer by the Chief Executive Officer and the its Chief Financial Officer of Buyer to such effect.
Appears in 1 contract
Samples: Asset Sale Agreement (Nui Corp)
Performance of Obligations of Buyer. Buyer shall have performed and complied with, in all material respects respects, all covenants, agreements and obligations required to be performed by it under this Agreement at or prior to the Closing, including the delivery of the Closing Date, and the Company Documentation listed in Section 4.2 which are to be delivered by or on behalf of Buyer. Seller shall have received a certificate to such effect signed on behalf of Buyer by the Chief Executive Officer and the Chief Financial Officer an officer or other authorized representative of Buyer to such effectBuyer.
Appears in 1 contract
Samples: Asset Purchase Agreement (Nevada Gold & Casinos Inc)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all agreements and obligations required to be performed by it under this Agreement at on or prior to the Closing Date, and the Company Sellers shall have received a certificate signed on behalf of Buyer by the Chief Executive Officer and the Chief Financial Officer of Buyer to such effectstating such.
Appears in 1 contract
Samples: Stock Purchase Agreement (Atlantic Premium Brands LTD)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all obligations required to be performed or complied with by it under this Agreement at or prior to the Closing DateClosing, and the Company Sellers shall have received a certificate signed on behalf of Buyer by (in form and substance reasonably satisfactory to Sellers), dated as of the Chief Executive Officer Closing Date, to the foregoing effect and copies of such corporate resolutions and other documents evidencing the Chief Financial Officer of Buyer to such effectperformance thereof as Sellers may reasonably request.
Appears in 1 contract
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all (provided that any covenant or agreement that is qualified by a materiality standard shall not be further qualified hereby) the obligations required to be performed by it under this Agreement at or prior to the First Closing Date, and the Company REIT shall have received a certificate to such effect signed on behalf of Buyer by the Chief Executive Officer chief executive officer and the Chief Financial Officer another officer of Buyer to such effectBuyer.
Appears in 1 contract
Samples: Stock Purchase Agreement (Lsf3 Capital Investments I LLC)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all each of the covenants, agreements and obligations required to be performed by it under this Agreement at or prior to the Closing Date, and the Company Closing. Seller shall have received a certificate signed on behalf of Buyer Buyer, by the Chief Executive Officer and the Chief Financial Officer a duly authorized officer of Buyer Buyer., to such effect.
Appears in 1 contract
Performance of Obligations of Buyer. Buyer shall have performed performed, in all material respects respects, all obligations required to be performed by it under this Agreement at on or prior to the Closing Date, ; and the Company shall have received a certificate signed on behalf of Buyer by the Chief Executive Officer and the Chief Financial Officer an authorized officer of Buyer to such effect.
Appears in 1 contract
Samples: Stock Purchase Agreement (Endo Pharmaceuticals Holdings Inc)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all the obligations required to be performed by it under this Agreement at or prior to the Closing Date, and the Company Selling Stockholders shall have received a certificate to such effect signed on behalf of Buyer by the Chief Executive Officer and chief executive officer or by the Chief Financial Officer chief financial officer of Buyer to such effectBuyer.
Appears in 1 contract
Samples: Stock Purchase Agreement (Capstar Broadcasting Partners Inc)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all obligations obligations, covenants and agreements required to be performed by or complied with by it under this Agreement at or prior to the its Closing Date, and the Company Sellers shall have received a certificate signed on behalf of Buyer by the its Chief Executive Officer and the or Chief Financial Officer of Buyer (in his or her capacity as such and not in any individual capacity) to such effect.
Appears in 1 contract
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date, and the Company Bank shall have received a certificate certificate, dated the Closing Date, signed on behalf of Buyer by the Chief Executive Officer and the Chief Financial Officer of Buyer to such effect.
Appears in 1 contract
Samples: Merger Agreement (New Hampshire Thrift Bancshares Inc)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, agreements and obligations required to be performed by it under this Agreement at or prior to the Closing Date, and the Closing. Company shall have received a certificate signed on behalf of Buyer by the Chief Executive Officer and the Chief Financial Officer an executive officer of Buyer to such effect.
Appears in 1 contract
Samples: Securities Purchase Agreement (Isle of Capri Casinos Inc)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date, and the Company Seller shall have received a certificate signed on behalf of Buyer by the Chief Executive Officer and the Chief Financial Officer of Buyer an authorized officer to such effect.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Engineering Animation Inc)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all obligations required to be performed by it under this Agreement at on or prior to the Closing Date, and the Company Seller shall have received a certificate signed on behalf of Buyer by the Chief Executive Officer and the Chief Financial Officer an authorized officer of Buyer to such effect.
Appears in 1 contract
Performance of Obligations of Buyer. Buyer shall have performed and complied in all material respects with all of its covenants and other obligations under this Agreement required to be performed by it under this Agreement or complied with at or prior to the Closing Date, and the Company shall have received a certificate certificate, dated as of the Closing Date, signed on behalf of Buyer by the Chief Executive Officer and the Chief Financial Officer a duly authorized officer of Buyer to such that effect.
Appears in 1 contract
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of Buyer by the Chief Executive Officer chief executive officer and the Chief Financial Officer chief financial officer of Buyer to such effect.
Appears in 1 contract
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all obligations required to be performed by it under this Agreement at applicable to the First Closing on or prior to the First Closing Date, and the Company Seller shall have received a certificate signed on behalf of Buyer by the Chief Executive Officer and the Chief Financial Officer an executive officer of Buyer to such effect.
Appears in 1 contract
Samples: Stock Purchase Agreement (Hillenbrand Industries Inc)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all the obligations required to be performed by it under this Agreement at or prior to the Closing Date), and the Company without giving effect to any notification received under Section 4.6. Seller shall have received a certificate signed on behalf of Buyer by the Chief Executive Officer and the Chief Financial Officer an appropriate officer of Buyer to such the foregoing effect.
Appears in 1 contract
Samples: Stock Purchase Agreement (Harland Clarke Holdings Corp)
Performance of Obligations of Buyer. The Buyer Parties shall have performed and complied with all of their obligations under this Agreement in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate certificate, dated the Closing Date, signed on behalf of the Buyer Parties by the their respective Chief Executive Officer Officers and the Chief Financial Officer of Buyer Officers to such effect.
Appears in 1 contract
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date, ; and the Company Representative shall have received a certificate signed on behalf of Buyer by the Chief Executive Officer and the Chief Financial Officer an authorized officer of Buyer to such effect.
Appears in 1 contract
Samples: Share Purchase Agreement (Phoenix Technologies LTD)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all obligations required to be performed by it them under this Agreement at or prior to the Closing Date, ; and the Company Sellers shall have received a certificate signed on behalf of Buyer by the Chief Executive Officer and the Chief Financial Officer of Buyer to such effect.
Appears in 1 contract
Performance of Obligations of Buyer. Buyer shall have performed in ----------------------------------- all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of Buyer by the Chief Executive Officer and the Chief Financial Officer of Buyer to such effect.
Appears in 1 contract
Samples: Merger Agreement (Pulse Bancorp Inc)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all the obligations required to be performed by it under this Agreement at on or prior to the Closing DateDate in all material respects, and the Company Sellers shall have received a certificate signed on behalf of Buyer by the Chief Executive Officer and the Chief Financial Officer an executive officer of Buyer to such effect.:
Appears in 1 contract
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all obligations required to be performed by it under this Agreement at on or prior to the Closing Date, and the Company Seller shall have received a certificate signed on behalf of Buyer by the Chief Executive its duly authorized Officer (in his or her capacity as such and the Chief Financial Officer of Buyer not in any individual capacity) to such effect.
Appears in 1 contract
Samples: Stock Purchase Agreement (Noranda Aluminum Acquisition CORP)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf including, but not limited to all covenants of Buyer by the Chief Executive Officer and the Chief Financial Officer of Buyer to such effectunder this Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Parkway Properties Inc)
Performance of Obligations of Buyer. Each of Buyer and Buyer Bank shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Effective Date, and the Company Seller shall have received a certificate certificate, dated the Effective Date, signed on behalf of each of Buyer by the and Buyer Bank their respective Chief Executive Officer and the Chief Financial Officer of Buyer to such effect.
Appears in 1 contract
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date, ; and the Company shall have received a certificate signed on behalf of Buyer by the Chief Executive Officer and the Chief Financial Officer an authorized officer of Buyer to such effect.
Appears in 1 contract
Samples: Stock Purchase Agreement (Phoenix Technologies LTD)
Performance of Obligations of Buyer. Buyer shall have performed and complied in all material respects with all obligations covenants required to be performed by it under this Agreement at on or prior to the Closing Date, and the Company and the Sellers’ Representative shall have received at the Closing a certificate signed on behalf of Buyer by the Chief Executive Officer and the Chief Financial Officer an officer of Buyer to such effectthe effect that the conditions set forth in this Section 6.3(b) have been satisfied.
Appears in 1 contract
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, agreements and obligations required to be performed by it under this Agreement at or prior to the Closing DateClosing, and the Company including without limitation delivery of items listed in Section 5.2 hereof. Each Seller shall have received a certificate signed on behalf of Buyer by the Chief Executive Officer and the Chief Financial Officer chief executive officer or chief financial officer of Buyer to such effecteffect to such officer's knowledge.
Appears in 1 contract
Samples: Asset Purchase Agreement (Caesars Entertainment Inc)
Performance of Obligations of Buyer. Buyer shall have ----------------------------------- performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date, and the Company Shareholders shall have received a certificate signed on behalf of Buyer by the Chief Executive Officer chief executive officer and by the Chief Financial Officer chief financial officer of Buyer to such effect.
Appears in 1 contract
Samples: Stock Purchase Agreement (Central Garden & Pet Company)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the such Closing Date, and the Company Issuer shall have received a certificate certificate, dated such Closing Date, and signed on behalf of Buyer by the Chief Executive Officer and the Chief Financial Officer Chairman of Buyer or his authorized signatory to such effect.
Appears in 1 contract
Samples: Investment Agreement (China Minsheng Banking Corp., Ltd.)
