Seller’s Performance. (a) All of the covenants and obligations that 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), must have been duly performed and complied with in all material respects. (b) Each document required to be delivered pursuant to Section 2.4 must have been delivered, and each of the other covenants and obligations in Sections 5.4 and 5.8 must have been performed and complied with in all respects.
Appears in 11 contracts
Samples: Equity Purchase Agreement (Zumiez Inc), Stock Purchase Agreement (Origin Investment Group Inc), Stock Purchase Agreement (Master Graphics Inc)
Seller’s Performance. (a) All of the covenants and obligations that Sellers are 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), must have been duly performed and complied with in all material respects.
(b) Each document required to be delivered pursuant to Section 2.4 1.3 must have been delivered, and each of the other covenants and obligations in Sections 5.4 and 5.8 Section 4 must have been performed and complied with in all material respects.
Appears in 8 contracts
Samples: Stock Purchase Agreement (Bill Gross Idealab Inc), Stock Purchase Agreement (Bill Gross Idealab Inc), Stock Purchase Agreement (Bill Gross Idealab Inc)
Seller’s Performance. (a) All of the covenants and obligations that 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), must have been duly performed and complied with in all material respects.
(b) Each document required to be delivered pursuant to Section 2.4 must have been delivered, and each of the other covenants and obligations in Sections 5.4 and 5.8 must have been performed and complied with in all respects.
Appears in 7 contracts
Samples: Stock Purchase Agreement (Morrison Health Care Inc), Stock Purchase Agreement (Bridge Street Financial Inc), Purchase and Sale Agreement (Measurement Specialties Inc)
Seller’s Performance. (a) All of the covenants and obligations that Sellers are 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), must have been duly performed and complied with in all material respects.
(b) Each document required to be delivered pursuant to Section 2.4 must 2.4(b) and such other documents as any Buyer may reasonably request for the purpose of facilitating the consummation or performance of any of the Transactions have been delivered, and each of the other covenants and obligations in Sections 5.4 and 5.8 must have been performed and complied with in all respects.
Appears in 6 contracts
Samples: Share Purchase Agreement (Spark Networks PLC), Share Purchase Agreement (Spark Networks PLC), Share Purchase Agreement (Spark Networks PLC)
Seller’s Performance. (a) All of the covenants and obligations that Sellers are 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), must have been duly performed and complied with in all material respects.
(b) Each document required to be delivered by Seller pursuant to Section 2.4 2.4(a) must have been delivered, and each of the other covenants and obligations in Sections 5.4 and 5.8 must have been performed and complied with in all respects.
Appears in 6 contracts
Samples: Stock Purchase Agreement (Hybrook Resources Corp.), Stock Purchase Agreement (Hybrook Resources Corp.), Asset Purchase Agreement (Best Energy Services, Inc.)
Seller’s Performance. (a) All of the covenants and obligations that 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), must have been duly performed and complied with in all material respects.
(b) Each document . Seller must have delivered each of the documents required to be delivered by Seller pursuant to Section 2.4 must have been delivered, and each of the other covenants and obligations in Sections 5.4 and 5.8 must have been performed and complied with in all respects1.5.1.
Appears in 4 contracts
Samples: Stock Purchase Agreement (Venturi Technologies Inc), Stock Purchase Agreement (Venturi Technologies Inc), Stock Purchase Agreement (Venturi Technologies Inc)
Seller’s Performance. (a) All of the covenants and obligations that 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), must have been duly performed and complied with in all material respects.
(b) Each document required to be delivered pursuant to Section 2.4 must have been delivered, and each of the other covenants and obligations in Sections [5.4 and 5.8 5.8] must have been performed and complied with in all respects.
Appears in 4 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement, Stock Purchase Agreement
Seller’s Performance. (a) All of the covenants and obligations that 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), must have been duly performed and complied with in all material respects.
(b) Each document Seller must have delivered each of the documents required to be delivered by such Seller pursuant to Section 2.4 must have been delivered1.4, and each of the other covenants and obligations in Sections 5.4 4.4 and 5.8 4.8 must have been performed and complied with in all respects.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Morton Industrial Group Inc), Stock Purchase Agreement (Morton Industrial Group Inc), Stock Purchase Agreement (Morton Industrial Group Inc)
Seller’s Performance. (a) All of the covenants and obligations that Sellers Seller 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), must have been duly performed and complied with in all material respects.
(b) Each document required to be delivered pursuant to Section 2.4 must have been delivered, and each of the other covenants and obligations in Sections 5.4 and 5.8 must have been performed and complied with in all respects.
Appears in 3 contracts
Samples: LLC Ownership Interest Purchase Agreement (Vystar Corp), LLC Ownership Interest Purchase Agreement (Vystar Corp), Stock Purchase Agreement (Master Graphics Inc)
Seller’s Performance. (a) All of the covenants and obligations that 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), must have been duly performed and complied with in all material respects.
(b) Each document required to be delivered pursuant to Section 2.4 must have been delivered, and each of the other covenants and obligations in Sections 5.4 and 5.8 must have been performed and complied with in all respects.
Appears in 2 contracts
Samples: Employment Agreement (Sona Development Corp), Stock Purchase and Shareholders' Agreement (Sibling Entertainment Group, Inc.)
Seller’s Performance. (a) All of the covenants and obligations that Sellers are 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), must have been duly performed and complied with in all material respects.
(b) Each document required to be delivered pursuant to Section 2.4 must have been delivered, and each of the other covenants and obligations in Sections Section 5.4 and 5.8 must have been performed and complied with in all material respects.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Industrial Acoustics Co Inc), Stock Purchase Agreement (Industrial Acoustics Co Inc)
Seller’s Performance. (a1) All of the covenants Each and obligations every covenant and obligation that 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), must have been duly performed and complied with in all material respects.
(b2) Each document required to be delivered by Sellers pursuant to Section 2.4 2.3 must have been delivered, and each of the other covenants and obligations in Sections 5.4 and 5.8 must have been performed and complied with in all respects.
Appears in 2 contracts
Samples: Stock Exchange Agreement (Serefex Corp), Stock Exchange Agreement (Serefex Corp)
Seller’s Performance. (a) All of the covenants and obligations that Sellers are 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), must have been duly performed and complied with in all material respects.
(b) Each document Seller must have delivered each of the documents required to be delivered by Seller pursuant to Section 2.4 must have been delivered, and each of the other covenants and obligations in Sections 5.4 and 5.8 must have been performed and complied with in all respects1.7.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Meadowbrook Rehabilitation Group Inc), Asset Purchase Agreement (Newcare Health Corp)
Seller’s Performance. (a) All of the covenants and obligations that Sellers are 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), must shall have been duly performed and complied with in all material respects.
(b) Each document required to be delivered by the Seller pursuant to Section 2.4 must Sections 2.4(a) and 2.4(c) shall have been delivered, and each of the other covenants and obligations in Sections 5.4 and 5.8 must have been performed and complied with in all respects.
Appears in 2 contracts
Samples: Share Purchase Agreement (Tower Semiconductor LTD), Share Purchase Agreement (Tower Semiconductor LTD)
Seller’s Performance. (a) All of the covenants and obligations that Sellers are 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), must have been duly performed and complied with in all material respects.
(b) Each document required to be delivered pursuant to Section 2.4 must have been delivered, and each of the other covenants and obligations in Sections 5.4 and 5.8 5.7 must have been performed and complied with in all respects.
Appears in 2 contracts
Samples: Share Purchase Agreement (Lennox International Inc), Share Purchase Agreement (Lennox International Inc)
Seller’s Performance. (a) All of the covenants and obligations that 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), must have been duly performed and complied with in all material respects.
(b) Each document required to be delivered pursuant by the Sellers to Section 2.4 must have been delivered, and each of the other covenants and obligations of the Sellers in Sections 5.4 and 5.8 this Agreement must have been performed and complied with in all respects.
Appears in 2 contracts
Samples: Stock Purchase Agreement (WMF Group LTD), Stock Purchase Agreement (NHP Inc)
Seller’s Performance. (a) All of the The covenants and obligations that 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), must have been duly performed and complied with in all material respects.
(b) . Each document required to be delivered pursuant to Section 2.4 1.4.1 must have been delivered, and each of the other covenants and obligations in Sections 5.4 and 5.8 must have been performed and complied with in all respects.
Appears in 2 contracts
Samples: Equity Purchase Agreement (Miracor Diagnostics Inc), Stock Purchase Agreement (Fremont General Corp)
Seller’s Performance. (a) All of the covenants and obligations that Sellers are 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), must have been duly performed and complied with in all material respects.
(b) . Each document required to be delivered pursuant to Section 2.4 5.2 must have been delivered, and each of the other covenants and obligations in Sections 5.4 and 5.8 must have been performed and complied with in all respects.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Alexander & Baldwin, Inc.), Purchase and Sale Agreement (Alexander & Baldwin, Inc.)
Seller’s Performance. (a) All of the covenants and obligations that 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), must have been duly performed and complied with in all material respects.
(b) Each document required to be delivered pursuant to Section 2.4 must have been delivered, and each of the other covenants and obligations in Sections 5.4 and 5.8 must have been performed and complied with in all respects.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Americas Shopping Mall Inc), Stock Purchase Agreement (Americas Shopping Mall Inc)
Seller’s Performance. (a) All of the covenants and obligations that 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), must have been duly performed and complied with in all material respects.
(b) Each document Seller must have delivered each of the documents required to be delivered by such Seller pursuant to Section 2.4 must have been delivered2.5, and each of the other covenants and obligations in Sections 5.4 and 5.8 this Agreement must have been performed and complied with in all respects.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Masada Security Holdings Inc), Stock Purchase Agreement (Masada Security Holdings Inc)
Seller’s Performance. (a) All of the covenants and obligations that 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), must have been duly performed and complied with in all material respects.
(b) Each document required to be delivered pursuant to Section 2.4 must have been delivered, and each of the other covenants and obligations in Sections Section 5.4 and 5.8 must have been performed and complied with in all respects.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Peak Resorts Inc), Stock Purchase Agreement (Master Graphics Inc)
Seller’s Performance. (a) All of the covenants and obligations that Sellers are 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, must have been duly performed and complied with in all material respects.
(b) Each document required to be delivered pursuant to Section 2.4 SECTION 1.4 must have been delivered, and each of the other covenants and obligations in Sections 5.4 and 5.8 must have been performed and complied with in all respects.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Polyphase Corp), Stock Purchase Agreement (Polyphase Corp)
Seller’s Performance. (a) All of the covenants and obligations that 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), must have been duly performed and complied with in all material respects.
(b) Each document Seller must have delivered each of the documents required to be delivered by such Seller pursuant to Section 2.4 must have been delivered2.3(a), and each of the other covenants and obligations in Sections 5.4 and 5.8 must have been performed and complied with in all respects.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Integrated Orthopedics Inc), Stock Purchase Agreement (Integrated Orthopedics Inc)
Seller’s Performance. (a) All of the covenants and obligations that Sellers Seller or any Acquired Entity 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), must have been duly performed and complied with in all material respects.
(b) Each document required to be delivered pursuant to or other requirement of Section 2.4 2.4(a) must have been delivereddelivered or satisfied, and each of as the other covenants and obligations in Sections 5.4 and 5.8 must have been performed and complied with in all respectscase may be.
Appears in 1 contract
Samples: Membership Interest Purchase and Sale Agreement (Atlantic Tele Network Inc /De)
Seller’s Performance. (a) All of the covenants and obligations that Sellers are 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), must have been duly performed and complied with in all material respects.
(b) Each document required to be delivered pursuant to Section 2.4 must have been delivered, and each of the other covenants and obligations in Sections 5.4 and 5.8 5.7 must have been performed and complied with in all respects.
Appears in 1 contract
Seller’s Performance. (a) All Each of the covenants and obligations that 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), must have been duly performed and complied with in all material respects.
(b) Each document required to be delivered pursuant to Section 2.4 8.2(a) must have been delivered, and each of the other covenants and obligations in Sections 5.4 and 5.8 must have been performed and complied with in all respects.,
Appears in 1 contract
Samples: Asset and Share Purchase Agreement (Selas Corp of America)
Seller’s Performance. (a) All of the covenants and obligations that 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), must have been duly performed and complied with in all material respects.
(b) Each Ancillary Agreement or other document required to be delivered pursuant to Section 2.4 by Sellers at Closing must have been duly executed and delivered, and each of the other covenants and obligations in Sections 5.4 and 5.8 must have been performed and complied with in all respects.
Appears in 1 contract
Seller’s Performance. (a) All of the covenants and obligations that Sellers Seller 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), must have been duly performed and complied with in all material respects.
(b) Each document required to be delivered pursuant to Section 2.4 2.6 must have been delivered, and each of the other covenants and obligations in Sections 5.4 and 5.8 must have been performed and complied with in all respects.
Appears in 1 contract
Samples: Stock Exchange Agreement (American Resources & Development Co)
Seller’s Performance. (a) All of the covenants and obligations that Sellers are 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), must have been duly performed and complied with in all material respects.
(b) Each document required to be delivered pursuant to Section 2.4 2.3 must have been delivered, and each of the other covenants and obligations in Sections 5.4 and 5.8 Article 5 must have been performed and complied with in all material respects.
Appears in 1 contract
Seller’s Performance. (ai) All of the covenants and obligations that 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), must have been duly performed and complied with in all material respects.
(bii) Each document or instrument required to be delivered by the Sellers pursuant to Section 2.4 3.2.1 must have been delivered, and each of the other covenants and obligations in Sections 5.4 and 5.8 must have been performed and complied with in all respects.
Appears in 1 contract
Seller’s Performance. (a) 7.2.1 All of the covenants and obligations that any or all of 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), must have been duly performed and complied with in all material respects.
(b) 7.2.2 Each document required to be delivered to Buyer pursuant to Section 2.4 must have been delivered, and each of the other covenants and obligations in Sections 5.4 and 5.8 must have been performed and complied with in all respectsdelivered to Buyer.
Appears in 1 contract
Samples: Share Purchase Agreement (Chiquita Brands International Inc)
Seller’s Performance. (a) All of the covenants and obligations that Sellers are 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), must have been duly performed and complied with in all material respects.
(b) Each document required to be delivered pursuant to Section 2.4 must have been delivered, and each of the other covenants and obligations in Sections 5.4 5.4, 5.8, 6.5 and 5.8 6.6 must have been performed and complied with in all respects.
Appears in 1 contract
Seller’s Performance. (a) All of the covenants and obligations that Sellers are 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), must have been duly performed and complied with in all material respects.
(b) Each document required to be delivered by Seller to Buyer pursuant to Section 2.4 1.7(a) must have been delivered, and each of the other covenants and obligations of the parties in Sections 5.4 and 5.8 Section 6.1 must have been performed and complied with in all respects.
Appears in 1 contract
Seller’s Performance. (a) All of the covenants and obligations that Sellers are 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), must have been duly performed and complied with in all material respects.
(b) Each document required to be delivered pursuant to Section 2.4 must have been delivered, and each of the other covenants and obligations in Sections 5.4 5.4, 5.7 and 5.8 must have been performed and complied with in all respects.
Appears in 1 contract
Seller’s Performance. (a) All of the covenants and obligations that Sellers are 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), must have been duly performed and complied with in all material respects.
(b) Each document required to be delivered pursuant to Section 2.4 2.5 must have been delivered, and each of the other covenants and obligations in Sections 5.4 and 5.8 Section 5 must have been performed and complied with in all material respects.
Appears in 1 contract
Samples: Stock Purchase Agreement (Cardiotech International Inc)
Seller’s Performance. (a) All of the covenants and obligations that Sellers the Sellers, or any of them, are required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these such covenants and obligations (considered individually), must shall have been duly performed and complied with in all material respects.
(b) Each document required to be delivered pursuant to Section 2.4 must SECTION 2.6(a) shall have been delivered, and each of the other covenants and obligations in Sections 5.4 and 5.8 must have been performed and complied with in all respects.
Appears in 1 contract
Seller’s Performance. (a) All of the covenants and obligations that 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), must have been duly performed and complied with in all material respects.
(b) Each document required to be delivered pursuant to Section 2.4 2.3(a) must have been delivered, and each of the other covenants and obligations in Sections 5.4 5.3 and 5.8 5.7 must have been performed and complied with in all respects.
Appears in 1 contract
Seller’s Performance. (a) 7.2.1 All of the covenants and obligations that Sellers are 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), must have been duly performed and complied with in all material respects.
(b) 7.2.2 Each document required to be delivered pursuant to Section 2.4 must have been delivered, and each of the other covenants and obligations in Sections 5.4 and 5.8 must have been performed and complied with in all respects.
Appears in 1 contract
Samples: Stock Purchase Agreement (Standard Pacific Corp /De/)
Seller’s Performance. (a) 6.3.1 All of the covenants and obligations that Sellers are 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, must have been duly and fully performed and complied with in all material respects.
(b) 6.3.2 Each document document, agreement, instrument or certificate required to be executed and/or delivered pursuant to Section 2.4 must by Sellers shall have been duly executed and/or delivered, and each of the other covenants and obligations in Sections 5.4 and 5.8 must have been performed and complied with in all respectsas applicable.
Appears in 1 contract
Samples: Limited Liability Company Ownership Interest Purchase Agreement (Generex Biotechnology Corp)
Seller’s Performance. (a) All of the covenants and obligations that Sellers are 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, must have been duly performed and complied with in all material respects.;
(b) Each document required to be delivered pursuant to Section 2.4 1.4(a), must have been delivered, and each of the other covenants and obligations in Sections 5.4 and 5.8 must have been performed and complied with in all respects.
Appears in 1 contract
Seller’s Performance. (a) All of the covenants and obligations that Sellers are Seller is required to perform or to comply with pursuant to this Agreement and the Principal Shareholder's Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individuallycollectively), must have been duly performed and complied with in all material respects.
(b) Each document required to be delivered pursuant to Section 2.4 2.4(a) must have been delivered, and each of the other covenants and obligations in Sections 5.4 6.2 and 5.8 6.8 must have been performed and complied with in all respects.
Appears in 1 contract
Seller’s Performance. (a) All of the Seller will have performed and complied in all material respects (considered collectively and individually) with all covenants and obligations agreements that Sellers are 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), must have been duly performed and complied with in all material respectsClosing.
(b) Each document required to be delivered pursuant to Section 2.4 2.4(a) must have been delivered, and each of the other covenants and obligations in Sections 5.4 and 5.8 must have been performed and complied with in all respects.
Appears in 1 contract
Samples: Stock Purchase Agreement (Regal Entertainment Group)
Seller’s Performance. (a) All of the covenants and obligations that 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), must have been duly performed and complied with in all material respects.
(b) Each document required to be delivered pursuant to Section 2.4 3.4 must have been delivered, and each of the other covenants and obligations in Sections 5.4 6.4 and 5.8 6.8 must have been performed and complied with in all respects.
Appears in 1 contract
Seller’s Performance. (a) All of the covenants and obligations that Sellers are 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), must have been duly performed and complied with in all material respects.
(b) Each document required to be delivered pursuant to Section 2.4 1.4 must have been delivered, and each of the other covenants and obligations in Sections 5.4 5.3, 5.5 and 5.8 5.7 must have been performed and complied with in all respects.
Appears in 1 contract
Samples: Membership Interests Purchase Agreement (Cal Maine Foods Inc)
Seller’s Performance. (a) All of the covenants and obligations that Sellers are 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), must have been duly performed and complied with in all material respects.
(b) Each document required to be delivered pursuant to Section 2.4 must have been delivered, and each of the other covenants and obligations in Sections 5.4 and 5.8 must have been performed and complied with in all respects.
Appears in 1 contract
Seller’s Performance. (a) All of the covenants and obligations that Sellers are 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, must have been duly performed and complied compiled with in all material respects.
(b) Each document required to be delivered pursuant to Section 2.4 1.4 must have been delivered, and each of the other covenants and obligations in Sections 5.4 and 5.8 must have been performed and complied with in all respects.
Appears in 1 contract
Seller’s Performance. (a) All of the covenants and obligations in Section 2.4(a) and in Section 6 that Sellers are required to perform or to comply with pursuant to this Agreement at or prior to before the Closing (considered collectively), and each of these covenants and obligations (considered individually), must have been duly performed and complied with in all material respects.
(b) Each document required to be delivered pursuant to Section 2.4 must have been delivered, and each of the other covenants and obligations in Sections 5.4 and 5.8 must have been performed and complied with in all respects.
Appears in 1 contract
Seller’s Performance. (a) All Each of the covenants and obligations that Sellers Seller 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), must have been duly performed and complied with in all material respectswith.
(b) Each document required to be delivered pursuant to Section 2.4 2.2 must have been delivered, and each of the other covenants and obligations in Sections 5.4 and 5.8 must have been performed and complied with in all respects.
Appears in 1 contract
Samples: Acquisition Agreement (Production Resource Group LLC)
Seller’s Performance. (a) All of the covenants and obligations that Sellers are 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), must have been duly performed and complied with in all material respects.
(b) Each document required to be delivered pursuant to Section 2.4 must have been delivered, and each of the other covenants and obligations in Sections 5.4 and 5.8 must have been performed and complied with in all respects.
Appears in 1 contract
Seller’s Performance. (a) All of the covenants and obligations that Sellers are 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), must have been duly performed and complied with in all material respects.
(b) Each document Seller must have delivered each of the documents required to be delivered by Seller pursuant to Section 2.4 must have been delivered, and each of the other covenants and obligations in Sections 5.4 and 5.8 must have been performed and complied with in all respects2.4(a).
Appears in 1 contract
Seller’s Performance. (a) All of the covenants and obligations that Sellers or the Acquired Companies 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), must have been duly performed and complied with in all material respects.
(b) . Each document required to be delivered by Sellers and each other obligation of Sellers pursuant to Section 2.4 2.4(a) must have been delivereddelivered or satisfied, and each of the other covenants and obligations in Sections 5.4 5.3, 5.5, 5.6, 5.8, 5.9, 5.12 and 5.8 5.13 must have been performed and complied with in all respects.
Appears in 1 contract
Samples: Stock Purchase Agreement (Chanticleer Holdings, Inc.)
Seller’s Performance. (a) All of the covenants and obligations that Sellers are 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), must have been duly performed and complied with in all material respects.
(b) . Each document required to be delivered pursuant to Section 2.4 must have been delivered, and each of the other covenants and obligations in Sections 5.4 and 5.8 Section 5.1 must have been performed and complied with in all respects.
Appears in 1 contract
Samples: Stock Purchase Agreement (Firearms Training Systems Inc)
Seller’s Performance. (a) All of the covenants and obligations that Sellers Seller 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), must have been duly performed and complied with in all material respects.
(b) Each document required to be delivered pursuant to Section 2.4 must have been delivered, and each of the other covenants and obligations in Sections 5.4 and 5.8 Section 5 must have been performed and complied with in all respects.
Appears in 1 contract
Seller’s Performance. (a) All of the covenants and obligations that Sellers are 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), must have been duly performed and complied with in all material respects.
(b) Each document required to be delivered pursuant to Section 2.4 8.1 must have been delivered, and each of the other covenants and obligations in Sections 5.4 and 5.8 Article 4 must have been performed and complied with in all respects.
Appears in 1 contract
Seller’s Performance. (ai) All of the covenants and obligations that Sellers are 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), must have been duly performed and complied with in all material respects.
(bii) Each document required to be delivered or executed by Seller or the Seller Stockholders pursuant to Section 2.4 7.1 must have been delivered, and each of the other covenants and obligations in Sections 5.4 and 5.8 must have been performed and complied with in all respectsdelivered or executed.
Appears in 1 contract
Seller’s Performance. (a) All of the covenants and obligations that 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), must have been duly performed and complied with in all material respects.
(b) . Each document required to be delivered pursuant to Section 2.4 must have been delivered, and each of the other covenants and obligations in Sections 5.4 and 5.8 must have been performed and complied with in all respects.
Appears in 1 contract
Seller’s Performance. (a) All of the covenants and obligations that 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), must have been duly performed and complied with in all material respects.
(b) Each document required to be delivered pursuant to Section 2.4 must have been delivered, and each of the other covenants and obligations in Sections 5.4 and 5.8 Article V must have been performed and complied with in all respects.
Appears in 1 contract
Seller’s Performance. (a) All of the covenants and obligations that Sellers are 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), must have been duly performed and complied with in all material respects.
(b) Each document required to be delivered pursuant to Section 2.4 must have been executed and delivered, and each of the other covenants and obligations in Sections 5.4 and 5.8 must have been performed and complied with in all material respects.
Appears in 1 contract
Seller’s Performance. (a) All of the covenants and obligations that 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), must have been duly performed and complied with in all material respects.
(b) Each document required to be delivered pursuant to Section 2.4 must have been delivered, and each of the other covenants and obligations in Sections 5.4 and 5.8 must have been performed and complied with in all respects.
Appears in 1 contract
Seller’s Performance. (a) 6.4.1 All of the covenants and obligations that Sellers are 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, must have been duly and fully performed and complied with in all material respects.
(b) 6.4.2 Each document document, agreement, instrument or certificate required to be executed and/or delivered pursuant to Section 2.4 must by Sellers shall have been duly executed and/or delivered, and each of the other covenants and obligations in Sections 5.4 and 5.8 must have been performed and complied with in all respectsas applicable.
Appears in 1 contract
Samples: Limited Liability Company Ownership Interest Purchase Agreement (Arcadia Resources, Inc)
Seller’s Performance. (a) All of the covenants covenants, agreements and obligations that 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), must shall have been duly performed and complied with in all material respects.
(b) Each document required to be delivered pursuant to Section 2.4 must have been delivered, and except that each of the other covenants covenants, agreements and obligations in Sections 5.4 5.3 and 5.8 must 5.5 shall have been performed and complied with in all respects.
Appears in 1 contract
Samples: Asset Purchase Agreement (Chanticleer Holdings, Inc.)
Seller’s Performance. (a) All of the covenants and obligations that Sellers are 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), must have been duly performed and complied with in all material respects.
(b) Each document required to be delivered pursuant to Section 2.4 2.5 must have been delivered, and each of the other covenants and obligations in Sections 5.4 and 5.8 5.7 must have been performed and complied with in all respects.
Appears in 1 contract
Seller’s Performance. (a) All Each of the covenants and obligations that 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), must have been duly performed and complied with in all material respectswith.
(b) Each document required to be delivered pursuant to Section 2.4 1.4 must have been delivered, and each of the other covenants and obligations in Sections 5.4 and 5.8 must have been performed and complied with in all respects.
Appears in 1 contract
Samples: Acquisition Agreement (Production Resource Group LLC)
Seller’s Performance. (a) All of the covenants and obligations that 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), must have been duly performed and complied with in all material respects.
(b) Each document required to be delivered pursuant to Section 2.4 of Sellers' Closing Documents must have been delivered, and each of the other covenants and obligations in Sections 5.4 and 5.8 Section 5 must have been performed and complied with in all respects.
Appears in 1 contract
Samples: Loan and Stock Purchase Agreement (St Mary Land & Exploration Co)
Seller’s Performance. (a) All Each of the covenants and obligations that Sellers Seller 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), must have been duly performed and complied with in all material respectswith.
(b) Each document required to be delivered pursuant to Section 2.4 2.2 must have been delivered, and each of the other covenants and obligations in Sections 5.4 and 5.8 must have been performed and complied with in all respects.
Appears in 1 contract
Samples: Acquisition Agreement (Production Resource Group LLC)
Seller’s Performance. (a) All of the covenants and obligations that Sellers are either of Seller or 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), must have been duly performed and complied with in all material respects.
(b) Each document required to be delivered pursuant to Section 2.4 must have been delivered, and each of the other covenants and obligations in Sections 5.4 and 5.8 must have been performed and complied with in all material respects.
Appears in 1 contract
Samples: Stock Purchase Agreement (Alliance Bankshares Corp)
Seller’s Performance. (a) All of the covenants and obligations that 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), must have been duly performed and complied with in all material respects.
(b) Each document Sellers must have delivered, or caused to be delivered, each of the documents required to be delivered pursuant to Section 2.4 must have been delivered, 2.6 and each of the other covenants and obligations in Sections 5.4 5.4, 5.6 and 5.8 5.7 must have been performed and complied with in all respects.
Appears in 1 contract
Samples: Asset Purchase Agreement (West Pharmaceutical Services Inc)
Seller’s Performance. (a) All of the covenants and obligations that 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), must have been duly performed and complied with in all material respects.
(b) Each document required to be delivered pursuant to Section 2.4 2.7 must have been delivered, and each of the other covenants and obligations in Sections 5.4 and 5.8 Section 5 must have been performed and complied with in all respects.
Appears in 1 contract
Seller’s Performance. (a) All of the covenants and obligations that Sellers are 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), must have been duly performed and complied with in all material respects.
(b) Each document required to be delivered by Seller and the Company pursuant to Section 2.4 must have been delivered, and each of the other covenants and obligations in Sections 5.4 and 5.8 must have been performed and complied with in all respects.
Appears in 1 contract
Samples: LLC Interest Purchase Agreement (MGP Ingredients Inc)
Seller’s Performance. (a) All of the covenants and obligations that Sellers are 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), must have been duly performed and complied with in all material respects.
(b) Each document required to be delivered pursuant to Section 2.4 2.9 must have been delivered, and each of the other covenants and obligations in Sections 5.4 and 5.8 must have been performed and complied with in all respects.
Appears in 1 contract
Seller’s Performance. (a) All of the covenants and obligations that Sellers Seller 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), must shall have been duly performed and complied with in all material respects.
(b) Each document required to be delivered pursuant to Section 2.4 must hereof shall have been delivered, and each of the other covenants and obligations in Sections 5.4 8.4 and 5.8 8.7 must have been performed and complied with in all material respects.
Appears in 1 contract
Seller’s Performance. (a) All of the covenants and obligations that 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), must have been duly performed and complied with in all material respects.
(b) Each document and instrument required to be delivered pursuant to Section 2.4 (a) must have been delivered, and each of the other covenants and obligations in Sections 5.4 and 5.8 must have been performed and complied with in all respects.
Appears in 1 contract
Seller’s Performance. (a) All of the covenants and obligations that Sellers are 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 such covenants and obligations (considered individually), must have been duly performed and complied with in all material respects.
(b) Each document required to be delivered pursuant to Section 2.4 2.5 must have been delivered, delivered and each of the other covenants and obligations conditions set forth in Sections 5.4 and 5.8 Section 2.5(d)-(g) must have been performed and complied with in all respectssatisfied.
Appears in 1 contract
Seller’s Performance. (a) All of the covenants and obligations that 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), must have been duly performed and complied with in all material respects.
(b) Each document required to be delivered by the Sellers pursuant to Section 2.4 must have been delivered, and each of the other covenants and obligations in Sections 5.4 and 5.8 must have been performed and complied with in all respects.
Appears in 1 contract
Samples: Equity Interest Purchase Agreement (Coleman Cable, Inc.)
Seller’s Performance. (a) All of the covenants and obligations that Sellers are 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), must have been duly performed and complied with in all material respects.
(b) Each document required to be delivered pursuant to Section 2.4 must have been delivered, and each of the other covenants and obligations in Sections 5.4 and 5.8 5.1 must have been performed and complied with in all respects.
Appears in 1 contract
Samples: Stock Purchase Agreement (Gulf United Energy, Inc.)
Seller’s Performance. (a) All of the covenants and obligations that Sellers are 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), must have been duly performed and complied with in all material respects.
(b) Each document required to be delivered pursuant to Section 2.4 must have been delivered, and each of the other covenants and obligations in Sections 5.4 and 5.1 through 5.8 must have been performed and complied with in all respects.
Appears in 1 contract
Seller’s Performance. (a) All of the covenants and obligations that Sellers are 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), must have been duly performed and complied with in all material respects.
(b) Each document required to be delivered pursuant to Section 2.4 4.02 must have been delivered, and each of the other covenants and obligations in Sections 5.4 and 5.8 this Agreement must have been performed and complied with in all respects.
Appears in 1 contract
Seller’s Performance. (a) All of the covenants and obligations that Sellers are 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), must have been duly performed and complied with in all material respects.
(b) Each document and other instrument required to be delivered by the Receiver or Seller pursuant to Section 2.4 2.4(a) must have been delivered, and each of the other covenants and obligations in Sections 5.4 and 5.8 must have been performed and complied with in all respects.
Appears in 1 contract
Seller’s Performance. (a) All of the covenants and obligations that Sellers are 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), must have been duly performed and complied with in all material respects.
(b) Each document required to be delivered pursuant to Section 2.4 must have been delivered, and each of the other covenants and obligations in Sections 5.4 and 5.8 Section 5.5 must have been performed and complied with in all respects.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Dynamic Health Products Inc)
Seller’s Performance. (a1) All of the covenants and obligations that Sellers are 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), must have been duly performed and complied with in all material respects.
(b2) Each document item required to be delivered pursuant to Section 2.4 1.03(b)(1) must have been delivered, and each of the other covenants and obligations in Sections 5.4 and 5.8 Article III must have been performed and complied with in all material respects.
Appears in 1 contract
Seller’s Performance. (a) All of the covenants and obligations that Sellers are 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), must have been duly performed and complied with in all material respects.
(b) Each document required to be delivered pursuant to Section 2.4 must have been delivered, and each of the other covenants and obligations in Sections Section 5.4 and 5.8 must have been performed and complied with in all respects.
Appears in 1 contract
