Common use of Performance of Obligations of Seller Clause in Contracts

Performance of Obligations of Seller. Seller shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Effective Time; provided that Seller shall have performed its agreements contained in Sections 4.01(c) and (d) in all respects; and Acquirer shall have received a certificate, dated the Effective Date, signed on behalf of Seller by the Chief Financial Officer of Seller to such effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Western Bancorp), Agreement and Plan of Merger (Us Bancorp \De\)

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Performance of Obligations of Seller. Seller shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Effective Time; provided that Seller shall have performed its agreements contained in Sections 4.01(c) and (d) in all respectsClosing Date; and Acquirer Buyer shall have received a certificate, dated the Effective Date, certificate signed on behalf of Seller by the Chief Financial Officer chief executive officer and the chief financial officer of Seller to such effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Learning Co Inc), Agreement and Plan of Merger (Eg&g Inc)

Performance of Obligations of Seller. Seller shall have performed and complied in all material respects with all of its covenants, agreements and obligations ​ ​ ​ contained in this Agreement and required to be performed by it under this Agreement at or complied with on or prior to the Effective Time; provided that Seller shall have performed its agreements contained in Sections 4.01(c) and (d) in all respects; and Acquirer Closing Date. Buyer shall have received a certificate, dated the Effective Date, certificate signed on behalf of Seller by the Chief Financial Officer an authorized executive officer of Seller to such effecteffect with respect to the conditions set forth in Sections 6.2(a) and (b).

Appears in 1 contract

Samples: Asset and Equity Interests Purchase Agreement (NightHawk Biosciences, Inc.)

Performance of Obligations of Seller. Seller shall have performed in all material respects all conditions, obligations and covenants required to be performed by it under this Agreement at or prior to the Effective Time; provided that Seller shall have performed its agreements contained in Sections 4.01(c) Closing, and (d) in all respects; Buyer and Acquirer PARENT shall have received a certificate, dated the Effective Date, certificate signed on behalf of Seller by the Chief Financial Officer chief executive officer and the chief financial officer of Seller to such effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Advanced Medicine Inc)

Performance of Obligations of Seller. Seller shall have performed in all material respects all obligations required to be performed by it Seller under this Agreement at or prior to the Effective Time; provided that Seller shall have performed its agreements contained in Sections 4.01(c) and (d) in all respects; and Acquirer shall have received a certificate, dated the Effective Date, signed on behalf of Seller by the Chief Financial Officer of Seller to such effectClosing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ameriquest Technologies Inc)

Performance of Obligations of Seller. Seller shall have has performed in all material respects all obligations required under this Agreement and the other Transaction Documents to be performed by it under this Agreement at them on or prior to before the Effective Time; provided that Seller shall have performed its agreements contained in Sections 4.01(c) Closing Date, and (d) in all respects; and Acquirer shall have Buyer has received a certificate, certificate dated the Effective Date, Closing Date and signed on behalf of Seller by the Chief Financial Officer Executive of Seller to such that effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Choicetel Communications Inc /Mn/)

Performance of Obligations of Seller. The Seller shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Effective Time; provided that Seller shall have performed its agreements contained in Sections 4.01(c) , and (d) in all respects; and Acquirer the Company shall have received a certificate, dated the Effective Date, signed on behalf of Seller by the Chief Financial Officer of Seller to such effecteffect by its Chief Executive Officer and Chief Financial Officer.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Stifel Financial Corp)

Performance of Obligations of Seller. Seller shall have substantially performed in all material respects all obligations and covenants required to be performed by it under this Agreement at or prior to or as of the Effective Time; provided that Seller shall have performed its agreements contained in Sections 4.01(c) Closing Date, and (d) in all respects; and Acquirer Buyer shall have received a certificate, dated certificate in the Effective Date, form attached hereto as Exhibit 9.2 signed on behalf of Seller by the Chief Financial Officer chief executive officer and the chief financial officer of Seller to such effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Deltek Systems Inc)

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Performance of Obligations of Seller. Seller shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Effective Time; provided that Seller shall have performed its agreements contained in Sections 4.01(c) Closing Date, and (d) in all respects; and Acquirer Purchaser shall have received a certificate, dated the Effective Date, signed on behalf of Seller by the Chief Financial Officer certificate of Seller to such effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Transport Corporation of America Inc)

Performance of Obligations of Seller. Seller shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Effective Time; provided that Seller shall have performed its agreements contained in Sections 4.01(c) , and (d) in all respects; and Acquirer Buyer shall have received a certificate, dated the date of the Effective DateTime, signed on behalf of Seller by the Chief Financial an Executive Officer of Seller to such effect.

Appears in 1 contract

Samples: Stock Purchase Agreement (First Interstate Bancsystem of Montana Inc)

Performance of Obligations of Seller. Seller shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Effective Time; provided that Seller shall have performed its agreements contained in Sections 4.01(c) and (d) in all respects; and Acquirer shall have received a certificate, dated the Effective Date, signed on behalf of Seller by the Chief Financial Officer of Seller to such effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Scripps Financial Corp)

Performance of Obligations of Seller. Seller and its Affiliates shall have performed in all material respects all obligations required to be performed by it them under this Agreement at or Agreement, and complied in all material respects with all covenants for which compliance by them is required under this Agreement, prior to or at the Effective Time; provided that Seller shall have performed its agreements contained in Sections 4.01(c) and (d) in all respects; and Acquirer shall have received a certificate, dated the Effective Date, signed on behalf of Seller by the Chief Financial Officer of Seller to such effectClosing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Bowater Inc)

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