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.
Appears in 30 contracts
Samples: Asset Purchase Agreement (Acambis PLC), Agreement and Plan of Reorganization (Zaldiva Inc), Asset Purchase Agreement (Onelink Inc)
Seller’s Performance. (a) 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 must have been duly performed and complied with in all material respects.
Appears in 20 contracts
Samples: Purchase and Sale Agreement (Pogo Producing Co), Asset Purchase Agreement (Best Energy Services, Inc.), Purchase Agreement (Investview, Inc.)
Seller’s Performance. All of the covenants and obligations that Seller is 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), shall must have been duly performed and complied with in all material respects.
Appears in 11 contracts
Samples: Stock Purchase Agreement (BOQI International Medical, Inc.), Membership Interest Purchase Agreement (Better for You Wellness, Inc.), Stock Purchase Agreement (BIMI International Medical Inc.)
Seller’s Performance. All of the covenants and obligations that Seller is and Shareholders 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), shall have been duly performed and complied with in all material respects.
Appears in 9 contracts
Samples: Asset Purchase Agreement (Winnebago Industries Inc), Asset Purchase Agreement (Nexgen Biofuels LTD), Asset Purchase Agreement (Russ Berrie & Co Inc)
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)shall have, and each of these covenants and obligations (considered individually), shall have been duly performed and complied with in all material respects., (i) performed all covenants and obligations, and (ii) complied with all conditions, required by this Agreement to be performed or complied with by Seller on or before the Closing Date or each such covenant, obligation and condition shall be waived by Buyer in writing and in its sole and absolute discretion prior to the Closing;
Appears in 8 contracts
Samples: Real Estate Sales Contract and Escrow Instructions (Industrial Income Trust Inc.), Purchase and Sale Agreement (Industrial Property Trust Inc.), Purchase and Sale Agreement (Industrial Income Trust Inc.)
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 must have been duly performed and complied with in all material respects.
Appears in 8 contracts
Samples: Stock Purchase Agreement (BIMI International Medical Inc.), Asset and Franchise Purchase Agreement (Hometown Auto Retailers Inc), Stock Purchase Agreement (McClatchy Co)
Seller’s Performance. All of the covenants and obligations that Seller is 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), shall have been duly performed and complied with in all material respects.
Appears in 7 contracts
Samples: Asset Purchase Agreement (Aberdeen Idaho Mining Co), Security Agreement (Viva International Inc), Asset Purchase Agreement (Aberdeen Idaho Mining Co)
Seller’s Performance. (a) 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 each of these covenants and obligations (considered individually), shall have been duly performed and complied with in all material 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. 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.
Appears in 5 contracts
Samples: Asset Purchase Agreement (GlobalOptions Group, Inc.), Asset Purchase Agreement (GlobalOptions Group, Inc.), Asset Purchase Agreement (GlobalOptions Group, Inc.)
Seller’s Performance. A. 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 must have been duly performed and complied with in all material respects.
Appears in 4 contracts
Samples: Stock Purchase Agreement (Elite Technologies Inc /Tx/), Member's Interest Purchase Agreement (Pan Pacific Retail Properties Inc), Purchase Agreement (Concap Inc)
Seller’s Performance. All of the covenants and obligations that Seller is 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), shall have been duly performed and complied with in all material respects.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Caraustar Industries Inc), Asset Purchase Agreement (Golden Eagle International Inc), Asset Purchase Agreement (F5 Networks Inc)
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 must have been duly performed and complied with in all material respects.
Appears in 4 contracts
Samples: Share Purchase Agreement (Transatlantic Petroleum Ltd.), Stock Purchase Agreement (United Grocers Inc /Or/), Asset Purchase Agreement (Marvel Entertainment Group Inc)
Seller’s Performance. All 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 (considered collectively), and each of these covenants and obligations (considered individually), shall have been duly performed and complied with in all material respects.
Appears in 4 contracts
Samples: Stock and Asset Purchase Agreement (Eastman Kodak Co), Asset Purchase Agreement (Lodgenet Entertainment Corp), Asset Purchase Agreement (Lodgenet Entertainment Corp)
Seller’s Performance. All of the covenants and obligations that Seller is 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), shall must have been duly performed and complied with in all material respects.
Appears in 4 contracts
Samples: Purchase Agreement (Protech Home Medical Corp.), Purchase Agreement (Protech Home Medical Corp.), Membership Interest Purchase Agreement (National Commerce Corp)
Seller’s Performance. All of the covenants and obligations that Seller is 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), shall have been duly performed and complied with in all material respects.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Utec, Inc.), Asset Purchase Agreement, Asset Purchase Agreement (Joy Global Inc)
Seller’s Performance. (a) 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 ) must have been duly performed and complied with in all material respects.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Capco Energy Inc), Asset Purchase Agreement (Delta Petroleum Corp/Co), Asset Purchase Agreement (Capco Energy Inc)
Seller’s Performance. All Each of the covenants and obligations that Seller is 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), shall must have been duly performed and complied with in all material respects.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Gainsco Inc), Stock Purchase Agreement (Gainsco Inc), Stock Purchase Agreement (Gainsco Inc)
Seller’s Performance. All of the covenants Each covenant and obligations obligation that 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), shall have been duly performed and complied with in all material respects.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Horizon Health Corp /De/), Asset Purchase Agreement (Horizon Health Corp /De/), Asset Purchase Agreement (Horizon Health Corp /De/)
Seller’s Performance. All 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 (considered collectively), and each of these covenants and obligations (considered individually), shall must have been duly performed and complied with in all material respects.
Appears in 3 contracts
Samples: Share Purchase Agreement (Scripps E W Co /De), Interest Purchase Agreement (Scripps E W Co /De), Interest Purchase Agreement (Iconix Brand Group, Inc.)
Seller’s Performance. All of the covenants and obligations that Seller is required to perform or to comply with pursuant to under this Agreement at on or prior to before the Closing Date (considered collectively), both collectively and each of these covenants and obligations (considered individually), shall ) must have been duly performed and complied with in all material respects.
Appears in 3 contracts
Samples: Share Purchase Agreement (Cannabis Science, Inc.), Share Purchase Agreement (Cannabis Science, Inc.), Asset Purchase Agreement (X-Change Corp)
Seller’s Performance. All of the 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), shall will have been duly performed and complied with in all material respects.
Appears in 3 contracts
Samples: Share Exchange and Purchase Agreement (Strategabiz, Inc.), Stock Purchase Agreement, Stock and Membership Interest Exchange Agreement (Coconnect, Inc.)
Seller’s Performance. All of the 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 will have been duly performed and complied with in all material respects.
Appears in 3 contracts
Samples: Limited Liability Company Membership Interest Purchase Agreement (Cannapharmarx, Inc.), Purchase Agreement (Sigmatron International Inc), Stock Purchase Agreement (Fuel Tech, Inc.)
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 each Closing (considered collectively), and each of these covenants and obligations (considered individually), shall Date must have been duly performed and complied with in all material respects.
Appears in 2 contracts
Samples: Stock Transfer Agreement (CHS Inc), Stock Transfer Agreement (CHS Inc)
Seller’s Performance. All of the covenants and obligations that Seller is 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), shall must have been duly performed and complied with in all material respects.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Home System Group), Stock Purchase Agreement (Network Cn Inc)
Seller’s Performance. All of the covenants and obligations agreements that Seller is 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), shall must have been duly performed and complied with in all material respects.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Bradley Pharmaceuticals Inc), Asset Purchase Agreement (Quintiles Transnational Corp)
Seller’s Performance. (a) 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 each of these covenants and obligations (considered individually), shall must have been duly performed and complied with in all material respects.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Rexx Environmental Corp), Asset Purchase Agreement (Andersen Group Inc)
Seller’s Performance. (a) 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)Closing, and each of these covenants and obligations (considered individually), shall must have been duly performed and complied with in all material respects.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Polyphase Corp), Stock Purchase Agreement (Polyphase Corp)
Seller’s Performance. All of the covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement or any of the other Operative Documents at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall must have been duly performed and complied with in all material respects.
Appears in 2 contracts
Samples: Option Agreement, Power Purchase Agreement
Seller’s Performance. a. 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 must have been duly performed and complied with in all material respects.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Elevate, Inc.), Asset Purchase Agreement (Highland Business Services, Inc.)
Seller’s Performance. (a) 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 each of these covenants and obligations (considered individually), shall have been duly performed and complied with in all material respects.
Appears in 2 contracts
Samples: Share Purchase Agreement (Tower Semiconductor LTD), Share Purchase Agreement (Tower Semiconductor LTD)
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 must have been duly performed and complied with in all material respects.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Careinsite Inc), Stock Purchase Agreement (Ss&c Technologies Inc)
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 must have been duly performed and complied with in all material respects. Each document required to be delivered pursuant to Section 5.2 must have been delivered.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Alexander & Baldwin, Inc.), Purchase and Sale Agreement (Alexander & Baldwin, Inc.)
Seller’s Performance. 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), shall have been duly performed and complied with in all material respects.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Regal Entertainment Group), Asset Purchase Agreement (Ceco Environmental Corp)
Seller’s Performance. All of the covenants and obligations that Seller is and Xxxxxx 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), shall have been duly performed and complied with in all material respects.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Hi Tech Pharmacal Co Inc), Asset Purchase Agreement (Hi Tech Pharmacal Co Inc)
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 each of these covenants and obligations (considered individually), shall must have been duly performed and complied with in all material respects.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Marketshare Recovery Inc), Asset Purchase Agreement (Palomar Enterprises Inc)
Seller’s Performance. All of the covenants and obligations that Seller is 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 those covenants and obligations (considered individually), shall have been duly performed and complied with in all material respects.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Oakhill Sportswear Corp /Ny/), Stock Purchase Agreement (Barone Daren J)
Seller’s Performance. 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), shall must have been duly performed and complied with in all material respects.
Appears in 2 contracts
Samples: Atria Communities Inc, Atria Communities Inc
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 including without limitation delivery to Buyer of the documents to be delivered by Seller to Buyer pursuant to Section 2.9 above, must have been duly performed and complied with in all material respects.
Appears in 2 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement (SecureAlert, Inc.)
Seller’s Performance. (a) 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 must have been duly performed and complied with in all material respects.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Monarch Dental Corp), Securities Purchase Agreement (Seacor Smit Inc)
Seller’s Performance. All of the covenants 1) Each and obligations every covenant and obligation that Seller is 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), shall must have been duly performed and complied with in all material respects.
Appears in 2 contracts
Samples: Stock Exchange Agreement (Serefex Corp), Stock Exchange Agreement (Serefex Corp)
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 must have been duly performed and complied with in all material respects. Seller must have delivered each of the documents required to be delivered by Seller pursuant to this Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Venturi Technologies Inc)
Seller’s Performance. All of the covenants and obligations that Seller is and any 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), including the deliverables set forth in Section 2.7(f), shall have been duly performed and complied with in all material respects.
Appears in 1 contract
Seller’s Performance. All of the The covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement the Transaction Agreements at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), Date shall have been duly performed and or complied with in all material respects.
Appears in 1 contract
Samples: Asset and Share Purchase Agreement (Milacron Holdings Corp.)
Seller’s Performance. 8.4.1. 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 must have been duly performed and complied with in all material respects.
Appears in 1 contract
Seller’s Performance. (a) All of the covenants and obligations that Seller is and USEC 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), shall must have been duly performed and complied with in all material respects.
Appears in 1 contract
Samples: Purchase Agreement (U S Gold Corp)
Seller’s Performance. All of the covenants and obligations that Seller is -------------------- 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), shall must have been duly performed and complied with in all material respects.
Appears in 1 contract
Samples: Purchase Agreement (Commercial Aggregates Transportation & Sales LLC)
Seller’s Performance. (a) All of the covenants and obligations that 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), shall must have been duly performed and complied with in all material respects.
Appears in 1 contract
Samples: Stock Purchase Agreement (Alliance Bankshares Corp)
Seller’s Performance. (i) All of the covenants and obligations that Seller is and Principal are required to perform or to comply with pursuant to this Agreement at or prior to the First Closing (considered collectively), and each of these covenants and obligations (considered individually), shall must have been duly performed and complied with in all material respects.; and
Appears in 1 contract
Samples: Asset Purchase Agreement (Cash America International Inc)
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 must have been duly fully performed and complied with in all material respects.
Appears in 1 contract
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. The Seller’s covenant and obligation in Section 2.7(d) shall have been duly performed and complied with in all respects.
Appears in 1 contract
Seller’s Performance. a. All of the covenants and obligations that Seller is required to perform or to comply with pursuant to this Option Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall must have been duly performed and complied with in all material respects.
Appears in 1 contract
Samples: Stock Purchase Option Agreement (Cogenco International Inc)
Seller’s Performance. (a) 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.
Appears in 1 contract
Samples: Asset Purchase and Sale Agreement (Huttig Building Products Inc)
Seller’s Performance. (a) 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)Closing, and each of these covenants and obligations (considered individually)obligations, shall must have been duly performed and complied with in all material respects.
Appears in 1 contract
Samples: Stock Purchase Agreement (Signal Apparel Company Inc)
Seller’s Performance. All of the covenants and obligations that Seller is Seller, Members and Principals 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), shall have been duly performed and complied with in all material respects.
Appears in 1 contract
Samples: Asset Purchase Agreement (Express-1 Expedited Solutions Inc)
Seller’s Performance. All of the covenants covenants, obligations and obligations agreements that Seller is Sellers are required to perform or to comply with pursuant to under this Agreement at or prior to before the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall will have been duly performed and complied with in all material respects.
Appears in 1 contract
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), including the deliverables set forth in Section 2.7(c), shall have been duly performed and complied with in all material respects.
Appears in 1 contract
Seller’s Performance. All of the covenants and obligations that the Seller is Parties 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), shall must have been duly performed and complied with in all material respects.
Appears in 1 contract
Seller’s Performance. All of the covenants and obligations that Seller is and the 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), shall have been duly performed and complied with in all material respects.
Appears in 1 contract
Seller’s Performance. All of the covenants and obligations that Seller is 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), shall have been duly performed and complied with in all material respects.
Appears in 1 contract
Seller’s Performance. (1) 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 must have been duly performed and complied with in all material respects.
Appears in 1 contract
Seller’s Performance. All of the covenants and obligations that the Seller is required to perform or to comply with pursuant to this Agreement and the Supply Agreement at or prior to the Closing (considered collectively)Date, and each including delivery to Purchaser of these covenants and obligations (considered individually)all items described in Section D.4, shall must have been duly performed and complied with in all material respects.
Appears in 1 contract
Samples: Asset Purchase Agreement (Galaxy Nutritional Foods Inc)
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 respectswith.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Bob Evans Farms Inc)
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, and in each case except for noncompliance as to matters that, individually or in the aggregate, would not have a Material Adverse Effect.
Appears in 1 contract
Samples: Share Purchase Agreement (Bunge LTD)
Seller’s Performance. (a) All of the covenants and obligations that Seller is 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), shall must have been duly performed and complied with in all material respects.
Appears in 1 contract
Samples: Membership Interest Purchase and Sale Agreement (Atlantic Tele Network Inc /De)
Seller’s Performance. All of the covenants and obligations that Seller is and the Member 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), shall have been duly performed and complied with in all material respects.
Appears in 1 contract
Seller’s Performance. All of the 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 must have been duly performed and complied with in all material respectsrespects and Seller shall have delivered each of the documents required to be delivered by Seller pursuant to this Article 7 and all the Purchased Assets as required herein.
Appears in 1 contract
Seller’s Performance. All of the covenants and obligations that Seller is and Members 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), shall have been duly performed and complied with in all material respects.
Appears in 1 contract
Seller’s Performance. All of the covenants and obligations that Seller -------------------- 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), shall must have been duly performed and complied with in all material respects.
Appears in 1 contract
Seller’s Performance. All of the covenants and obligations that 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), shall must have been duly performed and complied with in all material respects. Each of the covenants and obligations in 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. (i) All of the covenants and obligations that Seller is and Principal 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), shall must have been duly performed and complied with in all material respects.; and
Appears in 1 contract
Samples: Asset Purchase Agreement (Cash America International Inc)
Seller’s Performance. All Each and all of the agreements and covenants of Seller to be performed and obligations that Seller is required to perform or to comply complied with pursuant to this Agreement at or and the other agreements contemplated hereby prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), Effective Time shall have been duly performed and complied with in all material respects.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Level One Bancorp Inc)
Seller’s Performance. (a) All of the covenants and obligations that Seller is 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), shall must have been duly performed and complied with in all material respects.
Appears in 1 contract
Samples: Purchase Agreement (Goldspring Inc)
Seller’s Performance. All of the covenants and obligations that Seller is 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), shall must have been duly performed and complied with in all material respects.
Appears in 1 contract
Seller’s Performance. (i) 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 must have been duly performed and complied with in all material respects.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Eb2b Commerce Inc /Ny/)
Seller’s Performance. All of the The covenants and obligations that Seller is 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), shall will have been duly performed and complied with in all material respects.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Helix TCS, Inc.)
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), individually and each of these covenants and obligations (considered individually), in the aggregate) shall have been duly performed and complied with in all material respects.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Fidelity National Financial Inc /De/)
Seller’s Performance. All of the material 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)Agreement, and each of these covenants and obligations (considered individually), shall have has been duly performed and complied with in all material respects.
Appears in 1 contract
Seller’s Performance. All (a) Each of the covenants and obligations that Seller is 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), shall must have been duly performed and complied with in all material respectswith.
Appears in 1 contract
Samples: Acquisition Agreement (Production Resource Group LLC)
Seller’s Performance. All (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 (considered collectively), and each of these covenants and obligations (considered individually), Date shall have been duly performed and complied with in all material respectswith.
Appears in 1 contract
Samples: Stock Purchase Agreement (Valley of the Rio Doce Co)
Seller’s Performance. 12.2.1 All of the covenants and obligations that Seller is required to perform or to comply with pursuant to this Purchase Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall must have been duly performed and complied with in all material respects.
Appears in 1 contract
Samples: Asset Purchase Agreement (Southern Pacific Funding Corp)
Seller’s Performance. All of the covenants and obligations that Seller is 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 the covenants and obligations (considered individually), shall have been duly performed and complied with in all material respects.
Appears in 1 contract
Seller’s Performance. All (a) Each of the covenants and obligations that Seller is 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), shall must have been duly performed and complied with in all material respectswith.
Appears in 1 contract
Samples: Acquisition Agreement (Production Resource Group LLC)
Seller’s Performance. (i) All of the covenants and obligations that Seller is and Mack are required to perform or to comply with pursuant to this Agreement Agreemxxx at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall must have been duly performed and complied with in all material respects.; and
Appears in 1 contract
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 the covenants and obligations (considered individually), shall have been duly performed and complied with in all material respects.
Appears in 1 contract
Samples: Asset Purchase Agreement
Seller’s Performance. (a) All of the covenants and obligations that Seller is Sellers are required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), 37 and each of these covenants and obligations (considered individually), shall must have been duly performed and complied with in all material respects.
Appears in 1 contract
Samples: Stock Purchase Agreement (Wireless Ronin Technologies Inc)
Seller’s Performance. All of the covenants and obligations that Seller is 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), shall have been duly performed and complied with in all material Material respects.
Appears in 1 contract
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 Closings (considered collectively), and each of these covenants and obligations (considered individually), shall have been duly performed and complied with in all material respects.
Appears in 1 contract
Seller’s Performance. (a) 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 such covenants and obligations (considered individually), shall must have been duly performed and complied with in all material respects.
Appears in 1 contract
Seller’s Performance. All (a) Each of the covenants and obligations that Seller is 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), shall must have been duly performed and complied with in all material respects.
Appears in 1 contract
Samples: Asset and Share Purchase Agreement (Selas Corp of America)
Seller’s Performance. All of the covenants and obligations that -------------------- Seller is required to perform or to comply with pursuant to this Agreement Sections 6.2 and 6.3 at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall must have been duly performed and complied with in all material respects.
Appears in 1 contract
Samples: Assumption Agreement (National Golf Properties Inc)
Seller’s Performance. (a) 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 must have been duly performed and complied with in all material respects (other than any covenant or obligation that is qualified as to materiality, which must have been duly performed and complied with in all respects).
Appears in 1 contract
Samples: Stock Purchase Agreement (Cardiotech International Inc)
Seller’s Performance. (a) 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)Closing, and each of these covenants and obligations (considered individually), shall must have been duly performed and complied with in all material respects.;
Appears in 1 contract
Seller’s Performance. All of the covenants and obligations in Section 2.4(a) and in Section 6 that Seller is 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), shall must have been duly performed and complied with in all material respects.
Appears in 1 contract
Seller’s Performance. All of the covenants and obligations that Seller is Seller, Subsidiary and Shareholders 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), shall have been duly performed and complied with in all material respects.
Appears in 1 contract
Samples: Asset Purchase Agreement (Solomon Technologies Inc)
Seller’s Performance. All of the ofthe 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 satisfied or met in all material respects.
Appears in 1 contract
Seller’s Performance. (a) 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 each of these covenants and obligations (considered individually), shall have been duly performed and complied with in all material respects.
Appears in 1 contract
Samples: Stock Purchase Agreement (Amalgamated Specialty Group Holdings, Inc.)
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 must have been duly performed and complied with in all material respects.
Appears in 1 contract
Seller’s Performance. a. 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 must have been duly performed and complied with in all material respects.
Appears in 1 contract
Samples: Stock Purchase Agreement (Cogenco International Inc)
Seller’s Performance. (a) All of the covenants and obligations that Seller is 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), shall have been duly performed and complied with in all material respects.
Appears in 1 contract
Seller’s Performance. All of the covenants and obligations that Seller is and Shareholders are required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), 62 and each of these covenants and obligations (considered individually), including the deliverables set forth in Section 2.7, shall have been duly performed and complied with in all material respects.
Appears in 1 contract
