Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, agreements and obligations required to be performed by it under this Agreement at or prior to the Closing. Seller shall have received a certificate signed on behalf of Buyer by an executive officer of Buyer to such effect.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Trump Entertainment Resorts, Inc.), Asset Purchase Agreement (Trump Entertainment Resorts, Inc.), Asset Purchase Agreement (Trump Entertainment Resorts Holdings Lp)
Performance of Obligations of Buyer. Each and all of the covenants and agreements of Buyer shall have performed in all material respects all covenants, agreements and obligations required to be performed by it under or complied with pursuant to this Agreement at on or prior to the Closing. Seller Closing Date shall have received been fully performed and complied with in all material respects, and Buyer shall have delivered to Seller a certificate signed on behalf of Buyer by an authorized executive officer of Buyer to such effectconfirming the foregoing as of the Closing Date.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Aki Inc), Asset Purchase Agreement (Aki Holding Corp), Asset Purchase Agreement (Weitek Corp)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, covenants and agreements and obligations required to be performed by it under this Agreement at or prior to the Closing. Seller Closing Date, and Parent shall have received a certificate signed on behalf of Buyer by an executive a duly authorized officer of Buyer to such effectthe effect that this condition has been satisfied.
Appears in 3 contracts
Samples: Version Equity Purchase Agreement (Scientific Games Corp), Equity Purchase Agreement (Scientific Games Corp), Equity Purchase Agreement (Endeavor Group Holdings, Inc.)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, agreements and obligations required to be performed by it under this Agreement at or prior to the Closing. Closing Date, and Seller shall have received a certificate signed on behalf of Buyer by an executive officer the Chief Executive Officer or the Chief Financial Officer of Buyer to such effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Southern Missouri Bancorp, Inc.), Agreement and Plan of Merger (Southern Missouri Bancorp, Inc.)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, agreements and obligations required to be performed by it under this Agreement at or prior to the Closing. Closing Date, and the Seller shall have received a certificate signed on behalf of Buyer by an executive officer the Chief Executive Officer of Buyer to such effect.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Lin Television Corp), Asset Purchase Agreement (WTNH Broadcasting Inc)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects (other than covenants and obligations that are already qualified as to materiality or Material Adverse Effect, which covenants and obligations shall have been performed in all covenants, agreements respects) all covenants and obligations required to be performed by it Buyer under this Agreement at or prior to or on the Closing. Closing Date, and Seller shall have received a certificate to such effect signed on behalf of Buyer by an executive officer of Buyer to (such effectcertificate, together with the certificate described in Section 8.6(a), the “Buyer Closing Certificate”).
Appears in 2 contracts
Samples: Contribution Agreement and Agreement and Plan of Merger (Western Gas Partners LP), Contribution Agreement and Agreement (Anadarko Petroleum Corp)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, covenants and agreements and obligations required to be performed by it under this Agreement at hereunder on or prior to the Closing. Seller Closing and shall have received a certificate signed on behalf of Buyer by an executive officer of Buyer to such effecttendered the required documents at the Closing as set forth in Section 4.2(b).
Appears in 2 contracts
Samples: Asset Transfer Agreement (Vanda Pharmaceuticals Inc.), Asset Transfer Agreement (Vanda Pharmaceuticals Inc.)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, agreements and obligations required to be performed by it under this Agreement at or prior to the Closing. Seller , including delivery of items listed in Section 4.2.Sellers shall have received a certificate signed on behalf of Buyer by an executive officer of Buyer to such effect.
Appears in 2 contracts
Samples: Equity Interest Purchase Agreement (Pinnacle Entertainment Inc.), Equity Interest Purchase Agreement (PNK Entertainment, Inc.)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, agreements and obligations required to be performed by it under this Agreement at on or prior to the Closing. Seller Closing Date; and Sellers shall have received a certificate signed on behalf of Buyer by an executive officer of Buyer to such effect.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Protective Life Corp), Stock Purchase Agreement (Protective Life Insurance Co)
Performance of Obligations of Buyer. Buyer shall have taken all necessary corporate actions to consummate the transactions contemplated hereby and shall have performed and complied in all material respects all covenantswith each covenant, agreements agreement and obligations condition required by this Agreement to be performed or complied with by it under this Agreement them at or prior to the Closing. ; and Seller shall have received at the Closing a certificate certificate, signed on behalf of Buyer by an executive the president or chief financial officer of Buyer Buyer, to such effect.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Fischer Imaging Corp), Asset Purchase Agreement (Hologic Inc)
Performance of Obligations of Buyer. Buyer shall have performed complied in all material respects (or with respect to any obligation, condition or covenant qualified by materiality, in all covenantsrespects) with all obligations, agreements conditions and obligations covenants required to be performed by it under this Agreement at or prior to the Closing. Seller shall have received a certificate signed on behalf , including, without limitation, the delivery of Buyer by an executive officer of Buyer to such effectBuyer’s Closing Documents.
Appears in 2 contracts
Samples: Service Agreement (Inland Real Estate Income Trust, Inc.), Service Agreement (Kite Realty Group Trust)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, agreements and obligations required to be performed by it under this Agreement at on or prior to the Closing. Closing Date, and Seller shall have received a certificate signed on behalf of Buyer by an executive officer of Buyer to such effect.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Harbinger Group Inc.), Stock Purchase Agreement (Fidelity & Guaranty Life)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, agreements and obligations required to be performed by it under this Agreement at or prior to the First Closing. ; and Seller shall have received a certificate signed on behalf of Buyer by an executive authorized officer of Buyer to such effect.
Appears in 2 contracts
Samples: Sub Advisory Agreement (ARC Properties Operating Partnership, L.P.), Sub Advisory Agreement (RCS Capital Corp)
Performance of Obligations of Buyer. Buyer shall have performed or complied in all material respects with all covenants, agreements obligations and obligations covenants required by this Agreement to be performed or complied with by it under this Agreement at or Buyer prior to or at the Closing. Seller The Corporation and the Sellers shall have received a certificate signed on behalf of Buyer by an executive officer of Buyer certifying as to such effectfulfillment of the condition set forth in this Section 9.2(b).
Appears in 2 contracts
Samples: Stock Purchase Agreement (El Pollo Loco, Inc.), Stock Purchase Agreement (EPL Intermediate, Inc.)
Performance of Obligations of Buyer. The Buyer shall have performed in all material respects all covenants, agreements and obligations required to be performed by it them under this Agreement at or prior to the Closing. Closing Date, and the Seller shall have received a certificate signed on behalf of the Buyer by an executive officer of Buyer its Chief Executive Officer and Chief Financial Officer to such effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Washington Trust Bancorp Inc), Agreement and Plan of Merger (First Financial Corp /Ri/)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, agreements obligations and obligations fulfilled all covenants required to be performed by it under this Agreement at on or prior to the Closing. Closing Date, and Seller shall have received a certificate signed on behalf of Buyer by an executive officer of Buyer to such effect.
Appears in 2 contracts
Samples: Purchase Agreement (Amerigas Finance Corp), Purchase Agreement (Amerigas Finance Corp)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, agreements and obligations required to be performed by it under this Agreement at or prior to the Closing, including delivery of items listed in Section 5.2. Seller Sellers shall have received a certificate signed on behalf of Buyer by an executive officer of Buyer to such effect.
Appears in 2 contracts
Samples: Equity Interest Purchase Agreement (Penn National Gaming Inc), Equity Interest Purchase Agreement (CAESARS ENTERTAINMENT Corp)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, agreements and the obligations required to be performed by it under this Agreement at or prior to the Closing. Seller Closing Date, and the Sellers shall have received a certificate signed on behalf of Buyer by an executive officer the Chief Executive Officer or Chief Financial Officer of Buyer to such effect.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Vestin Realty Mortgage I, Inc.), Membership Interest Purchase Agreement (Vestin Realty Mortgage II, Inc)
Performance of Obligations of Buyer. Buyer shall have performed and complied in all material respects with all covenants, agreements and obligations covenants required to be performed by it under this Agreement at on or prior to the Closing. Seller shall have received a certificate signed on behalf of Buyer by an executive officer of Buyer to such effectSPA Closing Date.
Appears in 2 contracts
Samples: Share Purchase Agreement (B. Riley FBR, Inc.), Share Purchase Agreement (Magicjack Vocaltec LTD)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, agreements obligations and obligations covenants required to be performed by it under this Agreement at or prior to the Closing. Closing Date, and Seller shall have received a certificate signed on behalf of Buyer by an executive officer of Buyer to such effect.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Realm Therapeutics PLC), Asset Purchase Agreement (Realm Therapeutics PLC)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, agreements and obligations required to be performed by it under this Agreement at or prior to the Second Closing. ; and Seller shall have received a certificate signed on behalf of Buyer by an executive officer the Chief Executive Officer or the Chief Financial Officer of Buyer to such effect.
Appears in 2 contracts
Samples: Sub Advisory Agreement (RCS Capital Corp), Sub Advisory Agreement (ARC Properties Operating Partnership, L.P.)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, agreements and obligations required to be performed by it under this Agreement at or prior to before the Closing. Effective Time, and Seller shall have received a certificate signed on behalf of Buyer by an executive officer the President and Chief Executive Officer of Buyer to such effect.
Appears in 2 contracts
Samples: Agreement and Plan of Combination and Reorganization (Newbridge Bancorp), Agreement and Plan of Combination and Reorganization (Newbridge Bancorp)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, agreements and obligations required to be performed by it under this Agreement at or prior to the Closing. Seller Closing Date, and the Company shall have received a certificate signed on behalf of Buyer by an the chief executive officer and the chief financial officer of Buyer to such effect.
Appears in 1 contract
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, agreements and obligations required to be performed by it under this Agreement at or prior to the Closing. Seller Closing Date; and the Representative shall have received a certificate signed on behalf of Buyer by an executive authorized officer of Buyer to such effect.
Appears in 1 contract
Samples: Share Purchase Agreement (Phoenix Technologies LTD)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, agreements and obligations required to be performed by it them under this Agreement at or prior to the Closing. Seller Closing Date; and Sellers shall have received a certificate signed on behalf of Buyer by an executive officer the Chief Executive Officer and the Chief Financial Officer of Buyer to such effect.
Appears in 1 contract
Samples: Employment Agreement (Comdial Corp)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, agreements and obligations required to be performed by it them under this Agreement at or prior to the Closing. Closing Date, and Seller shall have received a certificate signed on behalf of Buyer by an the chief executive officer or the chief financial officer of Buyer to such effect.
Appears in 1 contract
Samples: Acquisition Agreement (Harte Hanks Communications Inc)
Performance of Obligations of Buyer. The Buyer shall have performed and complied in all material respects with all covenants, agreements and obligations covenants required to be performed by it under this Agreement at on or prior to the Closing. Closing Date, and the Seller shall have received a certificate signed on behalf of Buyer by an executive officer of the Buyer to such effectthe effect the condition set forth in this Section 8.3(b) has been satisfied.
Appears in 1 contract
Samples: Stock Purchase Agreement (Airspan Networks Holdings Inc.)
Performance of Obligations of Buyer. Buyer shall have performed or complied in all material respects with all covenants, agreements and obligations covenants required by this Agreement to be performed or complied with by it under this Agreement at Buyer on or prior to the Closing. Seller shall have received a certificate signed on behalf of Buyer by an executive officer of Buyer to such effectClosing Date.
Appears in 1 contract
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, agreements and obligations required to be performed by it under this Agreement at or prior to the Closing. Seller Effective Date, and Parent shall have received a certificate certificate, dated the Effective Date, signed on behalf of Buyer by an executive officer of Buyer to such effect.
Appears in 1 contract
Samples: Stock Purchase Agreement (Sirva Inc)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, agreements and the obligations required to be performed by it under this Agreement at or prior to the ClosingClosing Date. Seller shall have received a certificate signed on behalf of Buyer by an executive appropriate officer of Buyer to such the foregoing effect.
Appears in 1 contract
Samples: Stock Purchase Agreement (PNC Financial Services Group Inc)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, agreements and obligations required to be performed by it under this Agreement at on or prior to the Closing. Closing Date, and Seller shall have received a an officer's certificate signed on behalf of Buyer by an executive officer of Buyer to such effect.. 123
Appears in 1 contract
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, agreements and (provided that any covenant or agreement that is qualified by a materiality standard shall not be further qualified hereby) the obligations required to be performed by it under this Agreement at or prior to such Subsequent Closing Date, and the Closing. Seller REIT shall have received a certificate to such effect signed on behalf of Buyer by an the chief executive officer and another officer of Buyer to such effectBuyer.
Appears in 1 contract
Samples: Stock Purchase Agreement (Lsf3 Capital Investments I LLC)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, agreements and obligations required to be performed by it under this Agreement at or prior to the Closing. Seller Closing Date; and the Company shall have received a certificate signed on behalf of Buyer by an executive authorized officer of Buyer to such effect.
Appears in 1 contract
Samples: Stock Purchase Agreement (Phoenix Technologies LTD)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, agreements and the obligations required to be performed by it under this Agreement at on or prior to the Closing. Seller Closing Date in all material respects, and Sellers shall have received a certificate signed on behalf of Buyer by an executive officer of Buyer to such effect.:
Appears in 1 contract
Performance of Obligations of Buyer. Each and all of the ----------------------------------- covenants and agreements of Buyer shall have performed in all material respects all covenants, agreements and obligations required to be performed by it under or complied with pursuant to this Agreement at on or prior to the Closing. Seller Initial Closing Date shall have received been fully performed and complied with in all material respects, and Buyer shall have delivered to Seller, a certificate signed on behalf of Buyer by an executive officer of Buyer to such effectconfirming the foregoing as of the Initial Closing Date.
Appears in 1 contract
Samples: Asset Purchase Agreement (Tci Satellite Entertainment Inc)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, agreements and obligations required to be performed by it under this Agreement at or prior to the Closing. Seller Closing Date; and the Shareholder’s legal counsel shall have received a certificate signed on behalf of Buyer by an executive authorized officer of Buyer to such effect.
Appears in 1 contract
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, agreements and obligations covenants required to be performed by it under this Agreement at or prior to the Closing. Seller Closing Date, and Company shall have received a certificate signed on behalf of Buyer by an executive officer of Buyer to such effect.
Appears in 1 contract
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, agreements and obligations required to be performed by it under this Agreement at or prior to the Closing, including delivery of items listed in Section 1.4(c) hereof. Seller shall have received a certificate signed on behalf of Buyer by an the chief executive officer or chief financial officer of Buyer to such effect.
Appears in 1 contract
Samples: Interest Purchase Agreement (Red Rock Resorts, Inc.)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, agreements and (provided that any covenant or agreement that is qualified by a materiality standard shall not be further qualified hereby) the obligations required to be performed by it under this Agreement at or prior to the Closing. Seller First Closing Date, and the REIT shall have received a certificate to such effect signed on behalf of Buyer by an the chief executive officer and another officer of Buyer to such effectBuyer.
Appears in 1 contract
Samples: Stock Purchase Agreement (Lsf3 Capital Investments I LLC)
Performance of Obligations of Buyer. Buyer shall have performed and complied in all material respects with all covenants, agreements of its covenants and other obligations under this Agreement required to be performed by it under this Agreement or complied with at or prior to the Closing. Seller Closing Date, and the Company shall have received a certificate certificate, dated as of the Closing Date, signed on behalf of Buyer by an executive a duly authorized officer of Buyer to such that effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lakeland Bancorp Inc)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, its agreements and obligations required covenants contained in this Agreement to be performed by it under this Agreement Buyer at or prior to the Closing. Seller Closing pursuant to the terms of this Agreement, except for Section 1.5 which shall have received a certificate signed on behalf of been performed by Buyer by an executive officer of Buyer to such effectin all respects.
Appears in 1 contract
Samples: Stock Purchase Agreement (Republic Airways Holdings Inc)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, agreements and obligations required to be performed by it under this Agreement at or prior to the Closing. Seller Company shall have received a certificate signed on behalf of Buyer by an executive officer of Buyer to such effect.
Appears in 1 contract
Samples: Securities Purchase Agreement (Isle of Capri Casinos Inc)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, agreements and obligations required to be performed or complied with by it under this Agreement at or prior to the Closing. Seller , and Sellers shall have received a certificate signed on behalf of Buyer by an executive officer (in form and substance reasonably satisfactory to Sellers), dated as of Buyer the Closing Date, to the foregoing effect and copies of such effectcorporate resolutions and other documents evidencing the performance thereof as Sellers may reasonably request.
Appears in 1 contract
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all each of the covenants, agreements and obligations required to be performed by it under this Agreement at or prior to the Closing. Seller shall have received a certificate signed on behalf of Buyer Buyer, by an executive a duly authorized officer of Buyer Buyer., to such effect.
Appears in 1 contract
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, agreements and obligations required to be performed by it under this Agreement at or prior to the Closing. Closing Date, and Seller shall have received a certificate signed on behalf of Buyer by an executive authorized officer of Buyer to such effect.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Engineering Animation Inc)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, agreements and obligations required to be performed by it under this Agreement at or prior to the Closing. Seller Closing Date, and Shareholder shall have received a certificate signed on behalf of Buyer by an the chief executive officer of Buyer to such effect.
Appears in 1 contract
Samples: Stock Purchase Agreement (Siemann Educational Systems Inc)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, agreements and obligations required to be performed by it under this Agreement at or prior to the Closing, including without limitation delivery of items listed in Section 5.2 hereof. Each Seller shall have received a certificate signed on behalf of Buyer by an the chief executive officer or chief financial officer of Buyer to such effecteffect to such officer’s knowledge.
Appears in 1 contract
Samples: Asset Purchase Agreement (Harrahs Entertainment Inc)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, agreements and (provided that any covenant or agreement that is qualified by a materiality standard shall not be further qualified hereby) the obligations required to be performed by it under this Agreement at or prior to the Closing. Seller Closing Date, and the Stockholders shall have received a certificate to such effect signed on behalf of Buyer by an executive officer of Buyer to such effectBuyer.
Appears in 1 contract
Samples: Stock Purchase Agreement (Lsf3 Capital Investments I LLC)
Performance of Obligations of Buyer. Buyer shall have performed performed, in all material respects respects, all covenants, agreements and obligations required to be performed by it under this Agreement at on or prior to the Closing. Seller Closing Date; and the Company shall have received a certificate signed on behalf of Buyer by an executive authorized officer of Buyer to such effect.
Appears in 1 contract
Samples: Stock Purchase Agreement (Endo Pharmaceuticals Holdings Inc)
Performance of Obligations of Buyer. Buyer shall have performed and complied in all material respects with all covenants, agreements and obligations covenants required to be performed by it under this Agreement at on or prior to the Closing. Closing Date, and the Seller shall have received a certificate signed on behalf of Buyer by an executive authorized officer of Buyer to such effect.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Impax Laboratories Inc)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, agreements and obligations required to be performed by it under this Agreement at or prior to the Closing, including delivery of items listed in Section 1.6 hereof. Seller The Sellers shall have received a certificate signed on behalf of Buyer by an the chief executive officer or chief financial officer of Buyer to such effect.
Appears in 1 contract
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, agreements and obligations required to be performed by it under this Agreement at or prior to the Closing. Closing Date, and Seller shall have received receive at Closing a certificate signed on behalf of Buyer by an executive authorized officer of Buyer the company to such effect.
Appears in 1 contract
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, agreements and obligations required to be performed by it under this Agreement at or prior to the Closing. Seller Closing Date; and the Company Shareholders shall have received a certificate signed on behalf of Buyer by an executive authorized officer or director of Buyer to such effect.
Appears in 1 contract
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, agreements and (provided that any covenant or agreement of Buyer contained herein that is qualified by a materiality standard shall not be further qualified hereby) the obligations required to be performed by it under this Agreement at or prior to the Closing. Closing Date, and Seller shall have received a certificate to such effect signed on behalf of Buyer by an the chief executive officer or by the chief financial officer of Buyer to such effectBuyer.
Appears in 1 contract
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, agreements and obligations required to be performed by it under this Agreement at or prior to the Closing, including without limitation delivery of items listed in Section 5.2 hereof. Each Seller shall have received a certificate signed on behalf of Buyer by an the chief executive officer or chief financial officer of Buyer to such effecteffect to such officer's knowledge.
Appears in 1 contract
Samples: Asset Purchase Agreement (Caesars Entertainment Inc)
Performance of Obligations of Buyer. Buyer shall have performed and complied in all material respects all covenants, agreements and obligations with each of the covenants required to be performed by it under this Agreement at on or prior to the Closing. Seller shall have received a certificate signed on behalf of Buyer by an executive officer of Buyer to such effectClosing Date.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Cornerstone Building Brands, Inc.)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, the covenants and agreements and obligations required to be performed by it under this Agreement at or prior to the Closing. Seller Parent shall have received a certificate signed on behalf of Buyer by an executive a duly authorized officer of Buyer to such effectthe effect that this condition has been satisfied.
Appears in 1 contract
Samples: Transaction Agreement (Viatris Inc)
Performance of Obligations of Buyer. Buyer shall have performed and complied with, in all material respects respects, all covenants, agreements and obligations required to be performed by it under this Agreement at or prior to the Closing, including the delivery of the Closing Documentation listed in Section 4.2 which are to be delivered by or on behalf of Buyer. Seller shall have received a certificate to such effect signed on behalf of Buyer by an executive officer or other authorized representative of Buyer to such effectBuyer.
Appears in 1 contract
Samples: Asset Purchase Agreement (Nevada Gold & Casinos Inc)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, agreements and obligations required to be performed by it under this Agreement to the extent intended to be performed at or prior to the Closing. , and Seller shall have received a certificate signed on behalf of Buyer by an the chief executive officer of Buyer to such effect.
Appears in 1 contract
Performance of Obligations of Buyer. Each and all of the ----------------------------------- covenants and agreements of Buyer shall have performed in all material respects all covenants, agreements and obligations required to be performed by it under or complied with pursuant to this Agreement at on or prior to the Closing. Seller Closing Date shall have received been fully performed and complied with in all material respects, and Buyer shall have delivered to Seller, a certificate signed on behalf of Buyer by an executive officer of Buyer to such effectconfirming the foregoing as of the Closing Date.
Appears in 1 contract
Samples: Asset Purchase Agreement (Tci Satellite Entertainment Inc)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, agreements and obligations required to be performed by it under and this Agreement at or prior to the Closing. Seller Closing Date, and Sellers and the Shareholder shall have received a certificate signed on behalf of Buyer by an the chief executive officer of Buyer to such effect.
Appears in 1 contract
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, agreements and obligations required to be performed by it under this Agreement at or prior to the Closing. Seller Closing Date, and the Sellers shall have received a certificate signed on behalf of Buyer by an executive appropriate officer of Buyer to such effect.
Appears in 1 contract
Samples: Asset Purchase Agreement (Refac)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, agreements and obligations required to be performed by it under this Agreement at on or prior to the Closing. Closing Date, and the Seller Entities shall have received a certificate signed on behalf of Buyer by an executive officer authorized signatory of Buyer to such effect.
Appears in 1 contract
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, agreements and obligations required to be performed by it under this Agreement at or prior to the Closing, including without limitation delivery of items listed in Section 4.2 hereof that are to be delivered by Buyer. Seller shall have received a certificate signed on behalf of Buyer by an executive officer of Buyer to such effect.
Appears in 1 contract
Samples: Asset Purchase Agreement (Penn National Gaming Inc)
Performance of Obligations of Buyer. Buyer shall have performed and complied in all material respects with all covenants, agreements and obligations covenants required to be performed by it under this Agreement at on or prior to the Closing. Seller Closing Date, and the Company and the Sellers’ Representative shall have received at the Closing a certificate signed on behalf of Buyer by an executive officer of Buyer to such effectthe effect that the conditions set forth in this Section 6.3(b) have been satisfied.
Appears in 1 contract
Performance of Obligations of Buyer. The Buyer shall have performed in all material respects all covenants, agreements and obligations required to be performed by it the Buyer under this Agreement at or prior to the Closing. Closing Date, and the Seller shall have received a certificate Certificate signed on behalf of Buyer by an executive officer of Buyer its Chief Financial Officer to such effect.
Appears in 1 contract
Samples: Asset Sale Agreement (Nui Corp)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all each of the covenants, agreements and obligations required to be performed by it under this Agreement at or prior to the Closing. Seller shall have received a certificate signed on behalf of Buyer Buyer, by an executive a duly authorized officer of Buyer Buyer, to such effect.
Appears in 1 contract
Samples: Asset Purchase Agreement (Isle of Capri Casinos Inc)
Performance of Obligations of Buyer. Each and all of the covenants and agreements of Buyer shall have performed in all material respects all covenants, agreements and obligations required to be performed by it under or complied with pursuant to this Agreement at on or prior to the Closing. Seller Closing Date shall have received been fully performed and complied with in all material respects, and Buyer shall have delivered to Seller, a certificate signed on behalf of Buyer by an executive officer of Buyer to such effectconfirming the foregoing as of the Closing Date.
Appears in 1 contract
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, agreements and (provided that any covenant or agreement of Buyer contained herein that is qualified by a materiality standard shall not be further qualified hereby) the obligations required to be performed by it under this Agreement at or prior to the Closing. Closing Date, and Seller shall have received a certificate to such effect signed on behalf of Buyer by an the chief executive officer or by the chief financial officer of Buyer to such effectBuyer.
Appears in 1 contract
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, agreements and obligations required to be performed by it Buyer under this Agreement at or prior to the Closing. Seller Closing and shall have received delivered a certificate signed on behalf of Buyer by an executive officer of Buyer to such effectthe effect that the condition set forth in this Paragraph 5.3.2 has been satisfied.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Burnham Pacific Properties Inc)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, agreements and obligations required to be performed by it under this Agreement at or prior to the Closing, including without limitation delivery of items listed in Section 1.5 hereof. Seller shall have received a certificate signed on behalf of Buyer by an the chief executive officer or chief financial officer of Buyer to such effect.
Appears in 1 contract
Performance of Obligations of Buyer. Each and all of the covenants and agreements of Buyer shall have performed in all material respects all covenants, agreements and obligations required to be performed by it under this Agreement at or complied with pursuant to the Transaction Documents on or prior to the Closing. Seller Closing Date shall have received been fully performed and complied with in all material respects, and Buyer shall have delivered to Seller a certificate signed on behalf of Buyer by an executive officer of Buyer to such effectconfirming the foregoing as of the Closing Date.
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Samples: Asset Purchase Agreement (Evans & Sutherland Computer Corp)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, agreements and obligations required to be performed by it under this Agreement at or prior to the Closing. Closing Date, and Seller shall have received a certificate duly signed on behalf of Buyer by an executive officer of Buyer to such effect.
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Samples: Asset Purchase Option Agreement (WTNH Broadcasting Inc)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, agreements obligations and obligations covenants required to be performed by it under this Agreement at or prior to or as of the Closing. Seller Merger Effective Date, and Graduate shall have received a certificate signed on behalf of Buyer by an the chief executive officer and the chief financial officer of Buyer to such effect.
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Samples: Merger Agreement (Jabil Circuit Inc)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, agreements and obligations required to be performed by it under this Agreement at on or prior to the Closing. Closing Date, and Seller shall have received a certificate signed on behalf of Buyer by an executive officer of Buyer its duly authorized Officer (in his or her capacity as such and not in any individual capacity) to such effect.
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Samples: Stock Purchase Agreement (Noranda Aluminum Acquisition CORP)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenantsobligations, covenants and agreements and obligations required to be performed by or complied with by it under this Agreement at or prior to the Closing. Seller its Closing Date, and Sellers shall have received a certificate signed on behalf of Buyer by an executive officer of Buyer its Chief Executive Officer or Chief Financial Officer (in his or her capacity as such and not in any individual capacity) to such effect.
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Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, agreements and obligations required to be performed by it under this Agreement at on or prior to the Closing. Closing Date, and Seller shall have received a certificate signed on behalf of Buyer by an executive authorized officer of Buyer to such effect.
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Performance of Obligations of Buyer. Buyer shall have performed in ----------------------------------- all material respects all covenants, agreements and obligations required to be performed by it under this Agreement at or prior to the Closing. Seller Closing Date, and the Company shall have received a certificate signed on behalf of Buyer by an executive officer the Chief Executive Officer and the Chief Financial Officer of Buyer to such effect.
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Performance of Obligations of Buyer. Buyer shall have performed and complied in all material respects with all covenants, agreements and obligations required and satisfied all conditions to be performed performed, complied with and satisfied by it under this Agreement at or prior to or at the Closing. Seller , and Sellers shall have received a certificate signed on behalf certificates, dated as of Buyer the Closing Date, executed by an executive authorized officer of Buyer Buyer, to such respective effect.
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Samples: Share Purchase Agreement (Westinghouse Air Brake Technologies Corp)
Performance of Obligations of Buyer. Buyer shall will have performed in all material respects all covenantsagreements, agreements covenants and obligations required to be performed by it under this Agreement at or prior to the Closing. Closing Date and Seller shall will have received a certificate certificate, dated the Closing Date, signed on behalf of Buyer by an executive officer of Buyer to such effect.
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Samples: Asset Purchase Agreement (Gleacher & Company, Inc.)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, agreements and obligations required to be performed by it under this Agreement at or prior to the Closing, including without limitation delivery of items listed in Section 4.2 hereof. Seller shall have received a certificate signed on behalf of Buyer by an the chief executive officer or chief financial officer of Buyer to such effect.
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Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, agreements and the obligations required to be performed by it under this Agreement in all material respects at or prior to the Closing. Seller , and the Sellers shall have received a certificate certificate, dated the Closing Date, signed on behalf of Buyer by an executive appropriate officer of Buyer to such effect.
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Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, agreements and obligations required to be performed by it under this Agreement at applicable to the First Closing on or prior to the Closing. First Closing Date, and Seller shall have received a certificate signed on behalf of Buyer by an executive officer of Buyer to such effect.
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Samples: Stock Purchase Agreement (Hillenbrand Industries Inc)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, agreements and the obligations required to be performed by it under this Agreement at or prior to the ClosingClosing Date), without giving effect to any notification received under Section 4.6. Seller shall have received a certificate signed on behalf of Buyer by an executive appropriate officer of Buyer to such the foregoing effect.
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Samples: Stock Purchase Agreement (Harland Clarke Holdings Corp)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, agreements covenants and obligations required to be performed by it under this Agreement at or prior to the ClosingClosing Date. Seller shall have received a certificate signed on behalf of Buyer by an executive officer of Buyer to such effect.
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Samples: Purchase and Sale Agreement (Enbridge Energy Partners Lp)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, agreements and obligations required to be performed by it under this Agreement at or prior to the Closing. Closing Date, and Seller shall have received a certificate signed on behalf of Buyer by an executive officer of Buyer to such effect.
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Performance of Obligations of Buyer. Buyer shall have performed and complied in all material respects with all covenants, agreements and obligations covenants required to be performed by it under this Agreement at on or prior to the Closing. Seller Closing Date, and the Company shall have received a certificate signed on behalf of Buyer by an executive authorized officer of Buyer to such effect.
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Samples: Stock Purchase Agreement (Navistar International Corp)
Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, agreements and obligations required to be performed by it under this Agreement at or prior to the Closing. Seller Closing Date, and the Company and Sellers shall have received a certificate signed on behalf of Buyer by an executive officer of Buyer to such effect.
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Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, agreements and the obligations required to be performed by it under this Agreement at on or prior to the Closing. Closing Date in all material respects, and Seller shall have received a certificate signed on behalf of Buyer by an executive officer of Buyer to such effect.
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Performance of Obligations of Buyer. Buyer shall have performed in all material respects all covenants, agreements and obligations required to be performed by it under this Agreement at or prior to the Closing. Seller shall have received a certificate signed on behalf , including delivery of Buyer by an executive officer of Buyer to such effectitems listed in Section 3.2 hereof.
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