Transferor’s Performance Sample Clauses

Transferor’s Performance. (a) All of the covenants and obligations that Transferors 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 performed and complied with in all material respects.
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Transferor’s Performance. Transferor shall have made the deliveries required to be made by Transferor and Transferee under Article IX, and shall have, and shall have caused its affiliates to have, in all material respects (i) performed all covenants and obligations, and (ii) complied with all conditions, required by this Agreement and any other agreement between or among Transferor, Transferee and Westfield or their respective affiliates to be performed or complied with by Transferor, Transferee or their respective affiliates on or before the Closing Date, or each such covenant, obligation and condition that shall not have been so performed or complied with shall be waived by Westfield in writing and in its sole and absolute discretion prior to Closing;
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Transferor’s Performance. Transferor shall have made the deliveries required to be made by Transferor under Article IX, and shall have, and shall have caused its affiliates to have, in all material respects (i) performed all covenants and obligations, and (ii) complied with all conditions, required by this Agreement and any other agreement between or among Transferor, Transferee and/or their respective affiliates to be performed or complied with by Transferor or its affiliates on or before the Closing Date, or each such covenant, obligation and condition that shall not have been so performed or complied with shall be waived by Transferee in writing and in its sole and absolute discretion prior to Closing;
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Transferor’s Performance. There shall not be any material error, misstatement or omission in the representations and warranties made by Transferors in this Agreement; all representations and warranties by Transferors and the Company contained in this Agreement or in any written statement delivered by Transferors to Acquirer pursuant to this Agreement shall be true in all material respects at and as of the Closing; and Transferors shall have performed and complied with all the terms, provisions and conditions of this Agreement to be performed and complied with by Transferors at or before the Closing.
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Related to Transferor’s Performance

  • 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.

  • Buyer’s Performance (a) 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), must 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.

  • Due Performance The Shareholder shall have performed and complied with all the terms and conditions required by this Agreement to be performed or complied with by it before the Closing.

  • Timely Performance Time is of the essence as to the performance of the obligations required of the respective parties under this Agreement.

  • Non-Performance No failure or delay in performance, whether in whole or in part, by either Gatherer or Shipper shall be deemed to be a breach hereof (other than the obligation to pay amounts when due under this Agreement) when such failure or delay is occasioned by or due to a Force Majeure Event.

  • Excused Performance If either Party is rendered wholly or partially unable to perform its obligations (other than payment obligations) under this Agreement due to the occurrence of a Force Majeure Event, such Party will be excused from the affected performance obligation (other than payment obligations), provided that:

  • Assist Performance Seller shall exercise its reasonable best efforts to cause to be fulfilled those conditions precedent to Buyer’s obligations to consummate the transactions contemplated hereby which are dependent upon the actions of Seller and to work with Buyer to make and/or obtain any necessary filings and consents. Seller shall cause Split-Off Subsidiary to comply with its obligations under this Agreement.

  • Performance by Seller Seller shall have performed, satisfied and complied with all covenants, agreements and conditions required by this Agreement to be performed or complied with by each of them, on or before the Closing Date.

  • 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:

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