Seller’s Performance. All of the covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall have been duly performed and complied with in all material respects.
Appears in 31 contracts
Samples: Utility Asset Purchase Agreement, Utility Asset Purchase Agreement, Asset Purchase Agreement (Intercloud Systems, Inc.)
Seller’s Performance. All of the covenants and obligations that Seller is Sellers are required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall must have been duly performed and complied with in all material respects.
Appears in 12 contracts
Samples: Membership Interest Purchase Agreement (Better for You Wellness, Inc.), Membership Interest Purchase Agreement (Better for You Wellness, Inc.), Stock Purchase Agreement (BIMI International Medical Inc.)
Seller’s Performance. All of the covenants and obligations that Seller is and Shareholders are required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall have been duly performed and complied with in all material respects.
Appears in 9 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Winnebago Industries Inc), Asset Purchase Agreement (Nexgen Biofuels LTD)
Seller’s Performance. All of the covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively)shall have, and each of these covenants and obligations (considered individually), shall have been duly performed and complied with in all material respects., (i) performed all covenants and obligations, and (ii) complied with all conditions, required by this Agreement to be performed or complied with by Seller on or before the Closing Date or each such covenant, obligation and condition shall be waived by Buyer in writing and in its sole and absolute discretion prior to the Closing;
Appears in 9 contracts
Samples: Real Estate Sales Contract, Purchase and Sale Agreement (BLACK CREEK INDUSTRIAL REIT IV Inc.), Purchase and Sale Agreement (Industrial Property Trust Inc.)
Seller’s Performance. All of the covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall must have been duly performed and complied with in all material respects.
Appears in 8 contracts
Samples: Stock Purchase Agreement (BIMI International Medical Inc.), Stock Purchase Agreement (BOQI International Medical, Inc.), Stock Purchase Agreement (McClatchy Co)
Seller’s Performance. All of the covenants and obligations that Seller is and Shareholder are required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall have been duly performed and complied with in all material respects.
Appears in 7 contracts
Samples: Asset Purchase Agreement (Jordan 1 Holdings Co), Asset Purchase Agreement (Aberdeen Idaho Mining Co), Asset Purchase Agreement (Viva International Inc)
Seller’s Performance. (a) All of the covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall must have been duly performed and complied with in all material respects.
(b) Seller must deliver, or be prepared to deliver, each document required to be delivered by it pursuant to Section 2.04.
Appears in 6 contracts
Samples: Purchase and Sale Agreement (Energy XXI Texas, LP), Purchase and Sale Agreement (Pogo Producing Co), Purchase and Sale Agreement (Energy Xxi (Bermuda) LTD)
Seller’s Performance. All of the covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall have been duly performed and complied with in all material respects.
Appears in 5 contracts
Samples: Asset Purchase Agreement (GlobalOptions Group, Inc.), Asset Purchase Agreement (GlobalOptions Group, Inc.), Asset Purchase Agreement (Creative Solutions With Art, Inc.)
Seller’s Performance. All of the covenants and obligations that Seller is are required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall have been duly performed and complied with in all material respects.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Golden Eagle International Inc), Asset Purchase Agreement (Caraustar Industries Inc), Asset Purchase Agreement (Allete Inc)
Seller’s Performance. All of the covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall must have been duly performed and complied with in all material respects.
Appears in 4 contracts
Samples: Share Purchase Agreement (Transatlantic Petroleum Ltd.), Stock Purchase Agreement (United Grocers Inc /Or/), Asset Purchase Agreement (Marvel Entertainment Group Inc)
Seller’s Performance. All Each of the covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall have been duly performed and complied with in all material respects.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Lodgenet Entertainment Corp), Stock and Asset Purchase Agreement (Eastman Kodak Co), Asset Purchase Agreement (Lodgenet Entertainment Corp)
Seller’s Performance. All of the covenants and obligations that Seller is required to perform or to comply with pursuant to under this Agreement at on or prior to before the Closing Date (considered collectively), both collectively and each of these covenants and obligations (considered individually), shall ) must have been duly performed and complied with in all material respects.
Appears in 4 contracts
Samples: Share Purchase Agreement (Cannabis Science, Inc.), Share Purchase Agreement (Cannabis Science, Inc.), Share Purchase Agreement (Cannabis Capital Corp.)
Seller’s Performance. All of the covenants and obligations that Seller is Sellers are required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall must have been duly performed and complied with in all material respects.
Appears in 4 contracts
Samples: Purchase Agreement (Protech Home Medical Corp.), Purchase Agreement (Protech Home Medical Corp.), Membership Interest Purchase Agreement (National Commerce Corp)
Seller’s Performance. All of the covenants Each covenant and obligations obligation that any Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall have been duly performed and complied with in all material respects.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Horizon Health Corp /De/), Asset Purchase Agreement (Horizon Health Corp /De/), Asset Purchase Agreement (Horizon Health Corp /De/)
Seller’s Performance. All of the covenants and obligations that Seller is Sellers are required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall have been duly performed and complied with in all material respects.
Appears in 3 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Utec, Inc.), Asset Purchase Agreement (Joy Global Inc)
Seller’s Performance. All Each of the covenants and obligations that Seller is and the Company are required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall must have been duly performed and complied with in all material respects.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Gainsco Inc), Stock Purchase Agreement (Gainsco Inc), Stock Purchase Agreement (Gainsco Inc)
Seller’s Performance. All of the The covenants and obligations that each Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall will have been duly performed and complied with in all material respects.
Appears in 3 contracts
Samples: Stock Purchase Agreement, Share Exchange and Purchase Agreement (Strategabiz, Inc.), Stock and Membership Interest Exchange Agreement (Coconnect, Inc.)
Seller’s Performance. All of the The covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall will have been duly performed and complied with in all material respects.
Appears in 3 contracts
Samples: Limited Liability Company Membership Interest Purchase Agreement (Cannapharmarx, Inc.), Purchase Agreement (Sigmatron International Inc), Stock Purchase Agreement (Fuel Tech, Inc.)
Seller’s Performance. All Each of the covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall must have been duly performed and complied with in all material respects.
Appears in 3 contracts
Samples: Interest Purchase Agreement (Scripps E W Co /De), Interest Purchase Agreement (Iconix Brand Group, Inc.), Share Purchase Agreement (Scripps E W Co /De)
Seller’s Performance. (a) All of the covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall ) must have been duly performed and complied with in all material respects.
(b) Seller must deliver, or be prepared to deliver, each document required to be delivered by it pursuant to Section 2.04.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Capco Energy Inc), Asset Purchase Agreement (Delta Petroleum Corp/Co), Asset Purchase Agreement (Capco Energy Inc)
Seller’s Performance. All of the covenants and obligations that each Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall have been duly performed and complied with in all material respects.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Regal Entertainment Group), Asset Purchase Agreement (Ceco Environmental Corp)
Seller’s Performance. All of the covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement or any of the other Operative Documents at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall must have been duly performed and complied with in all material respects.
Appears in 2 contracts
Samples: Power Sales Agreement, Option Agreement
Seller’s Performance. All Each of the covenants and obligations that Seller is Sellers and the Company are required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall must have been duly performed and complied with in all material respects.
Appears in 2 contracts
Samples: Merger Agreement (Craftmade International Inc), Stock Purchase Agreement (Gainsco Inc)
Seller’s Performance. All of the covenants and obligations that Seller is and Xxxxxx are required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall have been duly performed and complied with in all material respects.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Hi Tech Pharmacal Co Inc), Asset Purchase Agreement (Hi Tech Pharmacal Co Inc)
Seller’s Performance. All of the covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall must have been duly performed and complied with in all material respects.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Ss&c Technologies Inc), Stock Purchase Agreement (Careinsite Inc)
Seller’s Performance. All of the covenants and obligations that Seller is the Sellers are required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall have been duly performed and complied with in all material respects.
Appears in 2 contracts
Samples: Purchase Agreement (Indus International Inc), Purchase Agreement (Systems & Computer Technology Corp)
Seller’s Performance. All of the covenants and obligations agreements that Seller is Sellers are required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall must have been duly performed and complied with in all material respects.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Bradley Pharmaceuticals Inc), Asset Purchase Agreement (Quintiles Transnational Corp)
Seller’s Performance. All of the covenants and obligations that the Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall must have been duly performed and complied with in all material respects.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Marketshare Recovery Inc), Asset Purchase Agreement (Palomar Enterprises Inc)
Seller’s Performance. All of the covenants and obligations that Seller is Sellers are required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these those covenants and obligations (considered individually), shall have been duly performed and complied with in all material respects.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Barone Daren J), Stock Purchase Agreement (Oakhill Sportswear Corp /Ny/)
Seller’s Performance. All of the covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall including without limitation delivery to Buyer of the documents to be delivered by Seller to Buyer pursuant to Section 2.9 above, must have been duly performed and complied with in all material respects.
Appears in 2 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement (SecureAlert, Inc.)
Seller’s Performance. All of the covenants and obligations that each Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall must have been duly performed and complied with in all material respects.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Atria Communities Inc), Purchase and Sale Agreement (Atria Communities Inc)
Seller’s Performance. All of the covenants and obligations that Seller is are required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall must have been duly performed and complied with in all material respects.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Network Cn Inc), Stock Purchase Agreement (Home System Group)
Seller’s Performance. (a) All of the covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall must have been duly performed and complied with in all material respects.
(b) Seller shall have delivered each of the documents required to be delivered by it pursuant to Section 2.6(a).
Appears in 2 contracts
Samples: Asset Purchase Agreement (By&c Management Inc), Asset Purchase Agreement (By&c Management Inc)
Seller’s Performance. All of the material covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively)Agreement, and each of these covenants and obligations (considered individually), shall have has been duly performed and complied with in all material respects.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Birks Group Inc.)
Seller’s Performance. All of the covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the each Closing (considered collectively), and each of these covenants and obligations (considered individually), shall Date must have been duly performed and complied with in all material respects.
Appears in 2 contracts
Samples: Stock Transfer Agreement (CHS Inc), Stock Transfer Agreement (CHS Inc)
Seller’s Performance. a. All of the covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall must have been duly performed and complied with in all material respects.
b. Each document required to be delivered pursuant to this Agreement must have been delivered, and each of the other covenants and obligations hereunder must have been performed and complied with in all respects.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Elevate, Inc.), Asset Purchase Agreement (Highland Business Services, Inc.)
Seller’s Performance. (a) All of the covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall must have been duly performed and complied with in all material respects.
Appears in 1 contract
Seller’s Performance. All of the The covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement the Transaction Agreements at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), Date shall have been duly performed and or complied with in all material respects.
Appears in 1 contract
Samples: Asset and Share Purchase Agreement (Milacron Holdings Corp.)
Seller’s Performance. All of the covenants and obligations that the Seller is required to perform or to comply with pursuant to this Agreement and the Supply Agreement at or prior to the Closing (considered collectively)Date, and each including delivery to Purchaser of these covenants and obligations (considered individually)all items described in Section D.4, shall must have been duly performed and complied with in all material respects.
Appears in 1 contract
Samples: Asset Purchase Agreement (Galaxy Nutritional Foods Inc)
Seller’s Performance. All of the covenants and obligations that Seller is Seller, Members and Principals are required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall have been duly performed and complied with in all material respects.
Appears in 1 contract
Samples: Asset Purchase Agreement (Express-1 Expedited Solutions Inc)
Seller’s Performance. All of the covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall have been duly performed and complied with in all material respectswith.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Bob Evans Farms Inc)
Seller’s Performance. All of the covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall have been duly performed and complied with in all material respects, and in each case except for noncompliance as to matters that, individually or in the aggregate, would not have a Material Adverse Effect.
Appears in 1 contract
Samples: Share Purchase Agreement (Bunge LTD)
Seller’s Performance. All of the covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall have been duly performed and complied with in all material respectswith.
Appears in 1 contract
Samples: Asset Purchase Agreement
Seller’s Performance. All of the covenants and obligations that Seller is and Shareholder are required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these the covenants and obligations (considered individually), shall have been duly performed and complied with in all material respects.
Appears in 1 contract
Seller’s Performance. All of the covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall will have been duly performed and complied with in all material respects.
Appears in 1 contract
Seller’s Performance. All of the covenants and obligations that the Seller is Parties are required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall must have been duly performed and complied with in all material respects.
Appears in 1 contract
Seller’s Performance. All of the covenants covenants, agreements and obligations that Seller is and the Shareholder are required to perform or to comply with in all material respects pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall must have been duly performed and complied with in all material respects.
Appears in 1 contract
Seller’s Performance. All of the covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively)shall have, and each of these covenants and obligations (considered individually), shall have been duly performed and complied with in all material respects, (i) performed all covenants and obligations, and (ii) complied with all conditions, required by this Agreement to be performed or complied with by Seller on or before the Closing Date or each such covenant, obligation and condition shall be waived by Buyer in writing and in its sole and absolute discretion prior to the Closing.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Industrial Property Trust Inc.)
Seller’s Performance. All of the covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall have been duly performed and complied with in all material respectswith, except where the failure to so perform shall not have a Seller Material Adverse Effect.
Appears in 1 contract
Seller’s Performance. All of the covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), ) and each of these covenants and obligations (considered individually), shall must have been duly performed and complied with in all material respects.
Appears in 1 contract
Seller’s Performance. All of the covenants and obligations that each Seller is required to perform or to comply with pursuant to this Agreement at or prior to the First Closing (considered collectively), and each of these covenants and obligations (considered individually), shall must have been duly performed and complied with in all material respects.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Atria Communities Inc)
Seller’s Performance. All of the covenants and obligations that Seller is -------------------- Sellers are required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall have been duly performed and complied with in all material respects.
Appears in 1 contract
Seller’s Performance. All (a) Each of the covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), Date shall have been duly performed and complied with in all material respectswith.
Appears in 1 contract
Samples: Stock Purchase Agreement (Valley of the Rio Doce Co)
Seller’s Performance. All of the covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing and the Escrow Release Date (considered collectively), and each of these covenants and obligations (considered individually), shall must have been duly performed and complied with in all material respects.
Appears in 1 contract
Seller’s Performance. All of the covenants and obligations that Seller is are required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall have been duly performed and complied with in all material Material respects.
Appears in 1 contract
Seller’s Performance. All Each of the covenants and obligations that the Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall must have been duly performed and complied with in all material respectsand the Seller must have delivered each of the documents required to be delivered by it pursuant to Section 3.2(A).
Appears in 1 contract
Samples: Stock Purchase Agreement (Unique Casual Restaurants Inc)
Seller’s Performance. All of the covenants and obligations that -------------------- Seller is required to perform or to comply with pursuant to this Agreement Sections 6.2 and 6.3 at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall must have been duly performed and complied with in all material respects.
Appears in 1 contract
Samples: Asset Purchase Agreement (National Golf Properties Inc)
Seller’s Performance. (a) All of the covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively)Closing, and each of these covenants and obligations (considered individually)obligations, shall must have been duly performed and complied with in all material respects.
(b) Each document required to be delivered by this Agreement must have been delivered, and each of the other covenants and obligations required by this Agreement must have been performed and complied with in all respects.
Appears in 1 contract
Samples: Stock Purchase Agreement (Signal Apparel Company Inc)
Seller’s Performance. (a) All of the covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall have been duly performed and complied with in all material respects.
(b) Each document required to be delivered pursuant to Section 10.2 of this Agreement shall have been delivered, and each of the other covenants and obligations in Article 7 shall have been performed and complied with in all material respects.
Appears in 1 contract
Samples: Asset Purchase and Sale Agreement (Huttig Building Products Inc)
Seller’s Performance. All of the covenants and obligations that Seller is the Sellers are required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall have been duly performed and complied with in all material respects.
Appears in 1 contract
Seller’s Performance. All of the covenants and obligations that Seller is and Members are required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall have been duly performed and complied with in all material respects.
Appears in 1 contract
Seller’s Performance. All of the covenants and obligations that Seller is -------------------- Sellers are required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall must have been duly performed and complied with in all material respects.
Appears in 1 contract
Samples: Purchase Agreement (Commercial Aggregates Transportation & Sales LLC)
Seller’s Performance. All of the material covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall have been duly performed and complied with in all material respects.
Appears in 1 contract
Samples: Asset Purchase Agreement (GlobalOptions Group, Inc.)
Seller’s Performance. (a) All of the covenants and obligations that the Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall have been duly performed and complied with in all material respects.
(b) The Seller shall have delivered, or caused the delivery of, each of the documents required to be delivered by the Seller pursuant to Section 2.4(a).
Appears in 1 contract
Samples: Stock Purchase Agreement (Amalgamated Specialty Group Holdings, Inc.)
Seller’s Performance. All of the covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall must have been duly performed and complied with in all material respects.
Appears in 1 contract
Samples: Asset Purchase Agreement (GlobalOptions Group, Inc.)
Seller’s Performance. All of the material covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall have been duly performed and complied with in all material respects, unless waived by Buyer.
Appears in 1 contract
Samples: Asset Purchase Agreement (GlobalOptions Group, Inc.)
Seller’s Performance. All of the covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively)shall have, and each of these covenants and obligations (considered individually), shall have been duly performed and complied with in all material respects., (i) performed all covenants and obligations, and (ii) complied with all conditions, required by this Agreement to be performed or complied with by Seller on or before the Closing Date or each such covenant, obligation and condition shall be waived by Purchaser in writing and in its sole and absolute discretion prior to the Closing;
Appears in 1 contract
Samples: Purchase and Sale Agreement
Seller’s Performance. 6.3.1 All of the covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively)Closing, individually and each of these covenants and obligations (considered individually)in the Aggregate, shall must have been duly performed and complied with in all material respects.
6.3.2 Each document, agreement, instrument or certificate required to be executed and/or delivered by Seller shall have been duly executed and/or delivered, as applicable.
Appears in 1 contract
Seller’s Performance. All of the covenants and obligations that Seller is and the Shareholder are required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall have been duly performed and complied with in all material respects.
Appears in 1 contract
Seller’s Performance. All Each and all of the agreements and covenants of Seller to be performed and obligations that Seller is required to perform or to comply complied with pursuant to this Agreement at or and the other agreements contemplated hereby prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), Effective Time shall have been duly performed and complied with in all material respects.
Appears in 1 contract
Seller’s Performance. All of the The covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively)Closing, and each of these covenants and obligations (considered individually), shall must have been duly performed and complied with in all material respects.
Appears in 1 contract
Seller’s Performance. All of the covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these the covenants and obligations (considered individually), shall have been duly performed and complied with in all material respects.
Appears in 1 contract
Samples: Asset Purchase Agreement
Seller’s Performance. All of the covenants covenants, obligations and obligations agreements that Seller is Sellers are required to perform or to comply with pursuant to under this Agreement at or prior to before the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall will have been duly performed and complied with in all material respects.
Appears in 1 contract
Seller’s Performance. All Each of the covenants and obligations that the Seller is required to perform or to comply with pursuant to this Agreement or the Asset Purchase Contract at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall must have been duly performed and complied with in all material respects, and the Seller must have executed and delivered each of the documents required to be delivered by it hereunder, including under Section 3.2 and Schedule 3.2.
Appears in 1 contract
Seller’s Performance. All of the covenants and obligations that Seller is Sellers are required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall must have been duly performed and complied with in all material respects.
Appears in 1 contract
Seller’s Performance. All of the covenants and obligations that Seller is and Shareholders are required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), including the deliverables set forth in Section 2.7, shall have been duly performed and complied with in all material respects.
Appears in 1 contract
Seller’s Performance. All of the covenants and obligations that Seller is Seller, Subsidiary and Shareholders are required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall have been duly performed and complied with in all material respects.
Appears in 1 contract
Samples: Asset Purchase Agreement (Solomon Technologies Inc)
Seller’s Performance. All of the ofthe covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall have been duly performed and complied with satisfied or met in all material respects.
Appears in 1 contract
Samples: Utility Asset Purchase Agreement
Seller’s Performance. All of the The covenants and obligations that Seller is Sellers are required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall will have been duly performed and complied with in all material respects.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Helix TCS, Inc.)
Seller’s Performance. All of the covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), individually and each of these covenants and obligations (considered individually), in the aggregate) shall have been duly performed and complied with in all material respects.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Fidelity National Financial Inc /De/)
Seller’s Performance. All of the covenants and obligations that Seller is and the Member are required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall have been duly performed and complied with in all material respects.
Appears in 1 contract
Seller’s Performance. All of the covenants and obligations that the Company and Seller is are required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall have been duly performed and complied with in all material respects.
Appears in 1 contract
Seller’s Performance. All of the covenants and obligations that Seller or any Selling Shareholder is required to perform or to comply with pursuant to this Agreement at or prior to the Closing closing (considered collectively), and each of these covenants and obligations (considered individually), shall have been duly performed and complied with in all material respectswith.
Appears in 1 contract
Seller’s Performance. All of the covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall must have been duly fully performed and complied with in all material respects.
Appears in 1 contract
Seller’s Performance. All of the covenants and obligations that Seller -------------------- the Company is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall must have been duly performed and complied with in all material respects.
Appears in 1 contract
Samples: Merger Agreement (Ski LTD)
Seller’s Performance. All of the The covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall must have been duly performed and complied with in all material respectsrespects and Seller shall have delivered each of the documents required to be delivered by Seller pursuant to this Article 7 and all the Purchased Assets as required herein.
Appears in 1 contract
Seller’s Performance. All of the covenants and obligations that Seller is and Shareholder are required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall have been duly performed and complied with in all material respects. Each of the deliveries required by Section 2.7(a) shall be considered material for purposes of this section.
Appears in 1 contract
Seller’s Performance. All of the covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall must have been duly performed and complied with in all material respects. Seller must have delivered each of the documents required to be delivered by Seller pursuant to this Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Venturi Technologies Inc)
Seller’s Performance. All of the covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually)Closing, shall have been duly performed and complied with in all material respects.
Appears in 1 contract
Seller’s Performance. All of the covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall must have been duly performed and complied with in all material respects.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Transit Group Inc)
Seller’s Performance. All of the covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing Closings (considered collectively), and each of these covenants and obligations (considered individually), shall have been duly performed and complied with in all material respects.
Appears in 1 contract
Seller’s Performance. All of the covenants and obligations that Seller is the Sellers are required to perform or to comply with pursuant to this Agreement at on or prior to the Closing Date (considered collectively), and each of these covenants and obligations (considered individually), shall must have been duly performed and complied with in all material respects.
Appears in 1 contract
Seller’s Performance. (a) All of the covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall must have been duly performed and complied with in all material respects.
(b) Seller must have delivered each of the Collateral Agreements and other documents required to be delivered by Seller pursuant to the provisions of this Agreement.
Appears in 1 contract
Seller’s Performance. All of the covenants and obligations agreements that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall must have been duly performed and complied with in all material respects.
Appears in 1 contract
Samples: Asset Purchase Agreement (Cornerstone Therapeutics Inc)
Seller’s Performance. All of the covenants and obligations that Seller is and Equityholder are required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall have been duly performed and complied with in all material respects.
Appears in 1 contract
Seller’s Performance. All of the covenants and obligations that Seller is Sellers are required to perform or to comply with pursuant to under this Agreement at or prior to before the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall have been duly performed and complied with in all material respects.
Appears in 1 contract
Seller’s Performance. All of the agreements, covenants and obligations that Seller is Sellers or the Company are required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall must have been duly performed and complied with in all material respects.
Appears in 1 contract
Samples: Interest Purchase Agreement (Nci Building Systems Inc)