The Seller’s Performance Sample Clauses

The Seller’s Performance. (a) 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), have been duly performed and complied with in all material respects. (b) Each document required to be delivered pursuant to Section 2.4(a) and such other documents as the Buyers may reasonably request for the purpose of facilitating the consummation or performance of any of the Transactions have been delivered.
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The Seller’s Performance. (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 must have been duly performed and complied with in all material respects. (b) Seller must have delivered or caused to be delivered, each of the documents required to be delivered or caused to be delivered, by it pursuant to SECTION 3.2. (c) Seller shall have obtained all of the Consents.
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The 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 these covenants and obligations, must have been duly performed and complied with in all material respects.
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The Seller’s Performance. All of the covenants and agreements that the Seller or the Company is required to perform or to comply with pursuant to this Agreement at or prior to the Closing Date must have been duly performed and complied with in all material respects.
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The Seller’s Performance. The Seller is not in default as to its obligations under this Agreement;
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The Seller’s Performance. At the Closing, Seller shall deliver to Purchaser the following: 9.1.1 The certificate representing shares of the outstanding capital stock of the Corporation, duly endorsed Assignment Separate From Certificate for transfer or accompanied by instruments of transfer reasonably satisfactory in form and substance to Purchaser and their counsel. 9.1.2 Copies of the consents and waivers as provided in this Agreement.
Sample 1
The Seller’s Performance. Each of the obligations of the Seller to be performed on or before the Closing Date pursuant to the terms of this Agreement shall have been duly performed in all material respects at the Closing Date.
Sample 1
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The Seller’s Performance. At the Closing, the Seller shall deliver to Purchaser the following: (i) this Asset Purchase Agreement executed by the Seller; (ii) a bxxx of sale in the form set forth as Exhibit A (the “Bxxx of Sale”) for all of the Assets that are tangible personal property duly executed by the Seller, and such other good and sufficient instruments of conveyance, transfer and assignment (in form and substance reasonably acceptable to Purchaser) as shall be necessary to transfer the Assets to the Purchaser; (iii) an assignment and assumption of the Assumed Liabilities in the form set forth as Exhibit B, duly executed by the Seller (the “Assignment and Assumption Agreement”); (iv) an assignment of the Intellectual Property in the form set forth as Exhibit C (the “IP Assignment”) executed by the Seller; (v) a certificate of an officer of the Seller and Parent (a) certifying, as complete and accurate as of the Closing, attached copies of the governing documents of such entity, (b) certifying and attaching all requisite resolutions or actions of such entity’s board of directors and shareholders approving the execution and delivery of this Agreement, the consummation of the transactions contemplated herein and (c) certifying to the incumbency and signatures of the officers of such entity executing the Transaction Documents; (vi) physical possession of the Assets where located; (vii) restrictive covenants agreements between (a) the Purchaser, on the one hand, and (b) the Seller and each Shareholder, on the other hand, substantially in the form set forth as Exhibit D (the “Restrictive Covenants Agreements”); (viii) employment agreements between the Purchaser, on the one hand, and (a) Lxxx Xxxxx, substantially in the form set forth as Exhibit E-1 (the “Rxxxx Employment Agreement”), (b) Jxxxx Xxxxxxxx, substantially in the form set forth as Exhibit E-2 (the “Sxxxxxxx Employment Agreement”), (c) Bxxx Xxxxxxxxxx, substantially in the form set forth as Exhibit E-3 (the “Lxxxxxxxxx Employment Agreement”), and (d) Pxxxx Xxxxxxx, substantially in the form set forth as Exhibit E-4 (the “Bxxxxxx Employment Agreement” and together with the Rxxxx Employment Agreement, the Sxxxxxxx Employment Agreement and the Lxxxxxxxxx Employment Agreement, the “Employment Agreements”); (ix) unanimous written consent of the Board of Directors and stockholders of the Seller approving the transactions set forth in this Agreement, ratifying the current members of the Board of Directors, and delegating to the...
Sample 1
The Seller’s Performance. The Sellers shall have performed and complied in all material respects with the covenants, obligations, agreements and conditions required to be performed or complied with by them hereunder on or prior to the date of the Closing.
Sample 1

Related to The Seller’s Performance

  • 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.

  • Buyer’s Performance All of the covenants and obligations that Buyer 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 performed and complied with in all material respects.

  • Purchaser’s Performance All of the other covenants and obligations that the Purchaser is required to comply with or to perform pursuant to this Agreement at or prior to the Closing (considered collectively), and each of said covenants and obligations (considered individually), shall have been complied with and performed in all material respects.

  • CONTRACTOR’S PERFORMANCE 2.21.1 Contractor shall make citizen satisfaction a priority in providing services under this Agreement. Contractor shall train its employees to be customer service-oriented and to positively and politely interact with citizens when performing contract services. Contractor’s employees shall be clean, courteous, efficient, and neat in appearance and committed to offering the highest quality of service to the public. If, in the Director’s opinion, Contractor is not interacting in a positive and polite manner with citizens, he or she shall direct Contractor to take all remedial steps to conform to these standards

  • Contractor’s Performance Warranties Contractor represents and warrants to the State that: (i) Each and all of the services shall be performed in a timely, diligent, professional and skillful manner, in accordance with the highest professional or technical standards applicable to such services, by qualified persons with the technical skills, training and experience to perform such services in the planned environment. (ii) Any time software is delivered to the State, whether delivered via electronic media or the internet, no portion of such software or the media upon which it is stored or delivered will have any type of software routine or other element which is designed to facilitate unauthorized access to or intrusion upon; or unrequested disabling or erasure of; or unauthorized interference with the operation of any hardware, software, data or peripheral equipment of or utilized by the State. Without limiting the generality of the foregoing, if the State believes that harmful code may be present in any software delivered hereunder, Contractor will, upon State’s request, provide a new or clean install of the software. Notwithstanding the foregoing, Contractor assumes no responsibility for the State’s negligence or failure to protect data from viruses, or any unintended modification, destruction or disclosure. (iii) To the extent Contractor resells commercial hardware or software it purchased from a third party, Contractor will, to the extent it is legally able to do so, pass through any such third party warranties to the State and will reasonably cooperate in enforcing them. Such warranty pass-through will not relieve the Contractor from Contractor’s warranty obligations set forth herein.

  • CONDITIONS PRECEDENT TO SELLER'S PERFORMANCE The obligations of Seller to sell and transfer the Assets under this Agreement are subject to the satisfaction, at or before the Closing, of all the following conditions:

  • Services Performance All services are performed using generally recognized commercial practices and standards. Customer agrees to provide prompt notice of any such service concerns and HP will re-perform any service that fails to meet this standard.

  • Work Performance Xxxxxx agrees that all Services performed hereunder shall be performed on a best effort basis by employees, students, faculty, graduate assistants and staff having an appropriate experience and skill level and in compliance with the statement of work.

  • CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE The obligations of Buyer to purchase the Assets under this Agreement are subject to the satisfaction, at or before the Closing, of all the conditions set out below in this Article 9. Buyer may waive any or all of these conditions in accordance with Section 15.2 hereof, provided however, that no such waiver of a condition shall constitute a waiver by Buyer of any of its other rights or remedies, at law or in equity, if Seller shall be in default of any of its representations, warranties or covenants under this Agreement.

  • Due Performance Each party to this Agreement undertakes the obligation that the other's expectation of receiving due performance will not be impaired. When reasonable grounds for insecurity arise with respect to the performance of either party, the other may, in writing, demand adequate assurance of due performance and until such written assurance is received may, if commercially reasonable, suspend any performance for which the agreed return has not been received.

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