Common use of Performance of Covenants Clause in Contracts

Performance of Covenants. Purchaser shall have performed in all material respects all obligations and agreements, and complied in all material respects with all covenants and conditions, contained in this Agreement to be performed or complied with by it prior to or at the Closing Date.

Appears in 4 contracts

Samples: Sale and Purchase Agreement (J P Morgan Chase & Co), Sale and Purchase Agreement (E Trade Financial Corp), Stock and Asset Purchase Agreement (Washington Mutual Finance Corp)

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Performance of Covenants. The Purchaser shall have performed in all material respects all obligations and agreements, and fulfilled or complied in all material respects with all the covenants and conditions, of the Purchaser contained in this Agreement Section 4.6(1), Section 4.6(2) and Section 4.6(3), and shall have delivered a certificate confirming same to be performed or complied with the Company, executed by it prior two senior officers of the Purchaser (in each case without personal liability) addressed to or at the Closing Company and dated the Acquisition Date.

Appears in 4 contracts

Samples: Arrangement Agreement (Canopy Growth Corp), Arrangement Agreement (Canopy Growth Corp), Arrangement Agreement (Acreage Holdings, Inc.)

Performance of Covenants. The Purchaser shall have performed in all material respects all obligations and agreements, and fulfilled or complied in all material respects with all each of the obligations and covenants and conditions, of the Purchaser contained in this Agreement to be performed fulfilled or complied with by it on or prior to or at the Closing Effective Time, and shall have delivered a certificate confirming same to the Company, executed by two senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective Date.

Appears in 4 contracts

Samples: Arrangement Agreement (Canopy Growth Corp), Arrangement Agreement (Canopy Growth Corp), Arrangement Agreement (Acreage Holdings, Inc.)

Performance of Covenants. Purchaser shall have performed in all material respects all its obligations and agreements, and complied in all material respects with all the agreements and covenants and conditions, contained in this Agreement of Purchaser to be performed or complied with by it prior to or at the Closing Date.under this Agreement;

Appears in 3 contracts

Samples: Stock Purchase Agreement (Kaneb Pipe Line Operating Partnership Lp), Stock Purchase Agreement (Statia Terminals Group Nv), Stock Purchase Agreement (Kaneb Services LLC)

Performance of Covenants. The Purchaser shall have performed in all material respects all obligations and agreements, and has fulfilled or complied in all material respects with all each of its covenants and conditions, contained in this Agreement to be performed fulfilled or complied with by it on or prior to or at the Closing Effective Date, and has delivered a certificate confirming same to the Company, executed by two officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective Date.

Appears in 3 contracts

Samples: Arrangement Agreement (Verano Holdings Corp.), Arrangement Agreement (Goodness Growth Holdings, Inc.), Arrangement Agreement (Goodness Growth Holdings, Inc.)

Performance of Covenants. The Purchaser shall will have performed in all material respects all obligations complied with Section 2.9 and agreements, and will have fulfilled or complied in all material respects with all other covenants and conditions, contained in this Agreement to be performed fulfilled or complied with by it them on or prior to the Effective Time, and the Purchaser shall have delivered a certificate confirming same to the Company, executed by two officers or at directors of the Closing Purchaser (in each case without personal liability), dated the Effective Date.

Appears in 3 contracts

Samples: Arrangement Agreement (Trulieve Cannabis Corp.), Arrangement Agreement (Harvest Health & Recreation Inc.), Arrangement Agreement

Performance of Covenants. Purchaser shall have performed in all material respects all obligations and agreementsobligations, and complied in all material respects with all covenants the agreements and conditionscovenants, contained in this Agreement required to be performed by or complied with by it prior to or at the Closing Datehereunder.

Appears in 3 contracts

Samples: Plan of Reorganization And (Madison Ventures Inc.), Agreement (INTERACTIVE MULTI MEDIA AUCTION Corp), Agreement (INTERACTIVE MULTI MEDIA AUCTION Corp)

Performance of Covenants. The Purchaser shall have performed in all material respects all obligations and agreements, and fulfilled or complied in all material respects with all each of the obligations and covenants and conditions, of the Purchaser contained in this Agreement to be performed fulfilled or complied with by it on or prior to or at the Closing Amendment Time, and shall have delivered a certificate confirming same to the Company, executed by two senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated as of the Amendment Date.

Appears in 3 contracts

Samples: Credit Agreement (Acreage Holdings, Inc.), Credit Agreement (Canopy Growth Corp), Proposal Agreement

Performance of Covenants. The Purchaser shall have performed in all material respects all obligations and agreements, and fulfilled or complied in all material respects with all covenants and conditions, contained in this Agreement required to be performed fulfilled or complied with by it at or prior to or at Closing and the Closing DatePurchaser shall have executed and delivered a certificate of a senior officer to that effect.

Appears in 3 contracts

Samples: Share Purchase Agreement (Aphria Inc.), Share Purchase Agreement, Share Purchase Agreement

Performance of Covenants. The Purchaser shall have performed in all material respects all obligations and agreements, agreements and complied in all material respects with all covenants and conditions, contained in required by this Agreement to be performed or complied with by it prior to or at the Closing DatePurchase Closing.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Knoll Inc), Stock Purchase Agreement (Herman Miller Inc), Stock Purchase Agreement (Global Furniture Holdings S.a r.l)

Performance of Covenants. The Purchaser shall have performed in all material respects all obligations and agreements, and fulfilled or complied in all material respects with all each of the covenants and conditions, of the Purchaser contained in this Agreement to be performed fulfilled or complied with by it on or prior to or at the Closing Effective Time, and has delivered a certificate confirming same to the Company, executed by two (2) senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective Date.

Appears in 2 contracts

Samples: Arrangement Agreement, Arrangement Agreement (Hillman Companies Inc)

Performance of Covenants. The Purchaser shall have performed in all material respects all obligations and agreements, and fulfilled or complied in all material respects with all each of its covenants and conditions, contained in this Agreement to be performed fulfilled or complied with by it them on or prior to or at the Closing DateEffective Time, and the Purchaser shall have delivered to the Company a certificate addressed to the Company, dated the Effective Date and executed by two of its senior officers (without personal liability), confirming same.

Appears in 2 contracts

Samples: Arrangement Agreement (Student Transportation Inc.), Arrangement Agreement

Performance of Covenants. The Purchaser shall have performed in all material respects all obligations and agreements, and fulfilled or complied in all material respects with all obligations, conditions and covenants and conditions, contained in this Agreement required to be performed fulfilled or complied with by it at or prior to or at the Closing DateClosing, and the Purchaser shall have delivered a certificate executed by a senior officer of the Purchaser to that effect.

Appears in 2 contracts

Samples: Share Purchase Agreement, Share Purchase Agreement (Flowr Corp)

Performance of Covenants. Purchaser shall have performed in all material respects all obligations and agreements, and complied in all material respects with all the obligations and covenants and conditions, contained in required by this Agreement to be performed or complied with by it Purchaser on or prior to or at the Closing Date.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Alldigital Holdings, Inc.), Asset Purchase Agreement

Performance of Covenants. The Purchaser shall have performed or complied with, in all material respects respects, all obligations and agreementsthe obligations, and complied in all material respects with all covenants and conditions, contained agreements in this Agreement to be performed or complied with by it the Purchaser at or prior to or the Time of Closing. The Purchaser shall not be in breach in any material respect of any covenant on its part contained in this Agreement and shall have delivered to the Vendor at the Time of Closing Datea certificate, duly executed by an officer of the Purchaser acceptable to the Vendor, to such effect.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Lifeline Systems Inc), Fossil Inc

Performance of Covenants. The Purchaser shall have performed in all material respects all obligations and agreements, and has fulfilled or complied in all material respects with all each of the covenants and conditions, of the Purchaser contained in this Agreement to be performed fulfilled or complied with by it on or prior to or at the Closing Effective Time, and the Purchaser has delivered a certificate confirming same to the Company, executed by two senior officers of the Purchaser (on behalf of the Purchaser and without personal liability) addressed to the Company and dated the Effective Date.

Appears in 2 contracts

Samples: Arrangement Agreement (SNDL Inc.), Arrangement Agreement (Valens Company, Inc.)

Performance of Covenants. Purchaser The Purchasers shall have performed in all material respects all obligations and agreements, and fulfilled or complied in all material respects with all each of its covenants and conditions, contained in this Agreement to be performed fulfilled or complied with by it them on or prior to or at the Closing DateEffective Time, and each of the Purchasers shall have delivered to the Company, the AP Preferred Equity Issuer and APLP a certificate addressed to the Company, the AP Preferred Equity Issuer and APLP, dated the Effective Date and executed by two senior officers of the Purchasers (in each case in their capacity as officers of the Purchasers and without personal liability), confirming same.

Appears in 2 contracts

Samples: Arrangement Agreement (Atlantic Power Corp), Arrangement Agreement

Performance of Covenants. (a) The Purchaser shall have performed fulfilled and complied, in all material respects all obligations and agreementsrespects, and complied in all material respects with all each of the covenants and conditions, of the Purchaser contained in this Agreement to be performed or fulfilled and complied with by it on or prior to or at the Closing Effective Time; and (b) the Purchaser shall have delivered a certificate, executed by two of its senior officers (without personal liability) addressed to the Company and dated the Effective Date, stating that the condition set forth in this Section 6.3(2) has been satisfied.

Appears in 2 contracts

Samples: Arrangement Agreement, Arrangement Agreement (Dominion Diamond Corp)

Performance of Covenants. The Purchaser shall will have performed in all material respects all obligations and agreements, and fulfilled or complied in all material respects with all of the covenants and conditions, of the Purchaser contained in this Agreement to be performed fulfilled or complied with by it them on or prior to the Effective Time, and the Purchaser shall have delivered a certificate confirming same to the Company, executed by two officers or at directors of the Closing Purchaser (in each case without personal liability), dated the Effective Date.

Appears in 2 contracts

Samples: Arrangement Agreement (HEXO Corp.), Arrangement Agreement (Tilray Brands, Inc.)

Performance of Covenants. The Purchaser shall have performed in all material respects all obligations and agreements, and has fulfilled or complied in all material respects with all each of the covenants and conditions, of the Purchaser contained in this Agreement to be performed fulfilled or complied with by it on or prior to or at the Closing Date.Effective Time, and has delivered a certificate confirming same to the Company, executed by two (2) senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective Date.‌

Appears in 2 contracts

Samples: Arrangement Agreement, Arrangement Agreement

Performance of Covenants. Each of the Purchaser and Canopy shall have performed in all material respects all obligations and agreements, and fulfilled or complied in all material respects with all its obligations and covenants and conditions, contained in this Agreement to be performed fulfilled or complied with by it on or prior to or at the Closing Effective Time, and shall have delivered a certificate confirming same to the Company, executed by two senior officers of the Purchaser and Canopy (in each case without personal liability) addressed to the Company and dated as of the Effective Date.

Appears in 2 contracts

Samples: Arrangement Agreement (Acreage Holdings, Inc.), Arrangement Agreement (Canopy Growth Corp)

Performance of Covenants. The Purchaser shall have performed in all material respects all obligations and agreements, and has fulfilled or complied in all material respects with all each of its covenants and conditions, contained in this Agreement to be performed fulfilled or complied with by it on or prior to the Effective Time, or at which have not been waived by the Closing Company, and the Purchaser has delivered a certificate confirming same to the Company, executed by two senior officers thereof (in each case without personal liability) addressed to the Company and dated the Effective Date.

Appears in 2 contracts

Samples: Arrangement Agreement (Flora Growth Corp.), Arrangement Agreement

Performance of Covenants. The Purchaser shall have performed in all material respects all obligations and agreements, and has fulfilled or complied in all material respects with all each of its respective covenants and conditions, contained in this Agreement to be performed fulfilled or complied with by it on or prior to or at the Closing Effective Time, and the Purchaser shall have delivered a certificate confirming same to the Company, executed by two (2) senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective Date.

Appears in 2 contracts

Samples: Limited Partnership Agreement (Mogo Inc.), Arrangement Agreement (Mogo Finance Technology Inc.)

Performance of Covenants. Purchaser shall have performed in all material respects all obligations and agreements, and complied in all material respects respect with all covenants and conditions, contained in this Agreement to be performed or complied with by it prior to or at the Closing Date or the applicable Transfer Date.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Homeside Lending Inc), Asset Purchase Agreement (Homeside Inc)

Performance of Covenants. Purchaser shall have performed in all material respects all obligations and agreements, and has fulfilled or complied in all material respects with all each of the covenants and conditions, of Purchaser contained in this Agreement to be performed fulfilled or complied with by it on or prior to or at the Closing Effective Time, and has delivered a certificate confirming same to Corporation, executed by two senior officers of Purchaser (without personal liability), addressed to Corporation and dated the Effective Date.

Appears in 2 contracts

Samples: Arrangement Agreement (Shockwave Medical, Inc.), Arrangement Agreement (Neovasc Inc)

Performance of Covenants. the Purchaser shall must have performed in all material respects all obligations and agreements, and fulfilled or complied in all material respects with all covenants and conditions, contained in this Agreement to be performed fulfilled or complied with by it at or prior to or at Closing and the Closing Date.Purchaser must have delivered to the Vendors a certificate to that effect;

Appears in 1 contract

Samples: Agreement for Sale And (SMART Technologies Inc.)

Performance of Covenants. Each of the Purchaser shall have performed in all material respects all obligations and agreements, and Acquireco has fulfilled or complied in all material respects with all each of its respective covenants and conditions, contained in this Agreement to be performed fulfilled or complied with by it on or prior to or at the Closing Effective Time, and the Purchaser has delivered a certificate confirming same to the Company, executed by two (2) senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective Date.

Appears in 1 contract

Samples: Agreement

Performance of Covenants. The Purchaser shall must have performed fulfilled or complied with, in all material respects all obligations and agreementsrespects, and complied in all material respects with all covenants and conditions, contained in this Agreement to be performed fulfilled or complied with by it at or prior to or at Closing and the Closing DateVendor must receive a certificate of a senior officer of the Purchaser (without personal liability) to that effect.

Appears in 1 contract

Samples: Share and Asset Purchase Agreement (Wolverine Tube Inc)

Performance of Covenants. Purchaser shall have performed in and complied with all material respects all obligations and agreementsterms, covenants, and complied in all material respects with all covenants and conditions, contained in conditions of this Agreement to be performed or complied with by it prior to on or at before the Closing Date. This Agreement and all other documents and instruments executed in connection herewith constitute valid and binding obligations of Purchaser, enforceable against it in accordance with their respective terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium, and other laws affecting creditors’ rights generally and general principals of equity.

Appears in 1 contract

Samples: Limited Liability Company Unit (Taronis Technologies, Inc.)

Performance of Covenants. The Purchaser shall have performed in all material respects all obligations and agreements, and has fulfilled or complied in all material respects with all each of the covenants and conditions, of the Purchaser contained in this Agreement to be performed fulfilled or complied with by it on or prior to or at the Closing Effective Time and the Purchaser has delivered a certificate confirming same to the Company, executed by two executive officers of the Purchaser (on behalf of the Purchaser and without personal liability) addressed to the Company and dated the Effective Date.

Appears in 1 contract

Samples: Arrangement Agreement (Sundial Growers Inc.)

Performance of Covenants. The Purchaser shall have fulfilled, performed or complied with in all material respects all obligations and agreements, and complied in all material respects with all covenants and conditions, or other agreements contained in this Agreement to be fulfilled, performed or complied with by it at or prior to or at Closing, and the Closing DatePurchaser shall have executed and delivered a certificate of a senior officer to that effect.

Appears in 1 contract

Samples: Share Purchase Agreement (Foundation Building Materials, Inc.)

Performance of Covenants. The Purchaser shall have performed and complied with, in all material respects all obligations respects, individually and agreementsin the aggregate, and complied in all material respects with all covenants and conditions, agreements contained in this Agreement that are required to be performed or complied with by it at or prior to or at the Closing. In addition, Seller shall have received a certificate, dated as of the Closing Date, executed by a duly authorized officer of the Purchaser, affirming that the condition set forth in this Section 6.3(b) has been satisfied.

Appears in 1 contract

Samples: Interest Purchase Agreement (Oncor Electric Delivery Co LLC)

Performance of Covenants. Purchaser shall have timely performed in all material respects all obligations and agreements, and complied in all material respects with all covenants and conditions, contained in this Agreement to be performed or obligations and timely complied with all conditions required of Purchaser by it prior this Agreement, including, without limitation, payment to or at Sellers of the Closing DatePurchase Price.

Appears in 1 contract

Samples: Asset Purchase Agreement (Adcare Health Systems, Inc)

Performance of Covenants. The Purchaser shall will have fulfilled, performed in all material respects all obligations and agreements, and or complied in all material respects with all covenants and conditions, obligations contained in this Agreement and in any Ancillary Agreement required by it to be fulfilled, performed or complied with by it prior to at or at before the Closing DateTime in all respects.

Appears in 1 contract

Samples: Purchase Agreement

Performance of Covenants. The Purchaser shall have performed in all material respects all obligations and agreements, ------------------------ and complied in all material respects with all covenants and conditions, agreements contained in this Agreement that are required to be performed or complied with by it at or prior to or at the Closing DateClosing, and APL shall have received a certificate, dated the Closing, of an executive officer of the Purchaser to that effect.

Appears in 1 contract

Samples: Stock Purchase Agreement (Pacer Express Inc)

Performance of Covenants. Purchaser shall have performed in all material respects all obligations and agreements, and or complied in all material respects with each and all covenants of the obligations, covenants, agreements and conditions, contained in this Agreement conditions required to be performed or complied with by it on or prior to or at the Closing Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pacer Health Corp)

Performance of Covenants. The Purchaser shall have performed in all material respects all obligations and agreements, and complied in all material respects with all covenants and conditions, contained in of this Agreement to be performed or complied with by it at or prior to or at the Closing DateDate and the Purchaser shall have delivered to the Owners and the Company a certificate to such effect.

Appears in 1 contract

Samples: Agreement and Plan of Exchange (Brightstar Information Technology Group Inc)

Performance of Covenants. Purchaser shall have performed in all material respects all obligations and agreements, and complied in all material respects with all covenants and conditionscovenants, contained in this Agreement to be performed or complied with by it prior to or at the Closing DateClosing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Interpool Inc)

Performance of Covenants. The Purchaser shall have performed or complied with, in all material respects respects, all obligations and agreementsof the obligations, and complied in all material respects with all covenants and conditions, contained agreements in this Agreement to be performed or complied with by it the Purchaser at or prior to or at the Closing DateTime of Closing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Miami Computer Supply Corp)

Performance of Covenants. The Purchaser shall have performed in all material respects all obligations and agreements, and has fulfilled or complied in all material respects with all each of the covenants and conditions, of the Purchaser contained in this Agreement to be performed fulfilled or complied with by it on or prior to or at the Closing Effective Time, and the Purchaser has delivered a certificate confirming same to the Company, executed by two senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective Date.

Appears in 1 contract

Samples: Arrangement Agreement (Valens Company, Inc.)

Performance of Covenants. The Purchaser shall have performed in all material respects all obligations and agreements, and complied in all material respects with all covenants each obligation, agreement and conditions, contained covenant in this Agreement required to be performed or complied with by it under this Agreement or any other agreement or document contemplated by this Agreement at or prior to or the Closing. The Purchaser shall have delivered to the Vendors at the Closing Datea duly executed certificate to such effect.

Appears in 1 contract

Samples: Share Purchase Agreement

Performance of Covenants. Purchaser shall have performed in all material respects performed or complied with each and all obligations of the obligations, covenants, agreements and agreements, and complied in all material respects with all covenants and conditions, contained in this Agreement conditions required to be performed or complied with by it on or prior to or at the Closing Date, including but not limited to Section 2.11 (except to the extent limited or qualified by materiality or Material Adverse Effect, in which event such applicable obligations, covenants, agreements and conditions shall have been performed or complied with in all respects in accordance with the terms of the applicable obligations, covenants, agreements and conditions).

Appears in 1 contract

Samples: Stock Purchase Agreement (Metropolitan Health Networks Inc)

Performance of Covenants. The Purchaser shall have performed in all material respects all obligations and agreements, and has fulfilled or complied in all material respects with all each of the covenants and conditions, of the Purchaser contained in this Agreement to be performed fulfilled or complied with by it them on or prior to or at the Closing Effective Time, and the Purchaser has delivered a certificate confirming same to the Corporation, executed by a senior officer of the Purchaser (without personal liability) addressed to the Corporation and dated the Effective Date.. (3)

Appears in 1 contract

Samples: Arrangement Agreement (Viavi Solutions Inc.)

Performance of Covenants. The Purchaser shall have performed in all material respects all obligations and agreements, and fulfilled or complied in all material respects with all covenants and conditions, contained in this Agreement to be performed fulfilled or complied with by it them at or prior to or at the Closing, and the Purchaser, on behalf of itself, shall have executed and delivered a certificate of a senior officer to that effect. The receipt of such certificate and the Closing Dateshall not constitute a waiver by CoinAnalyst of any of the covenants of the Purchaser contained in this Agreement.

Appears in 1 contract

Samples: Business Combination Agreement

Performance of Covenants. Purchaser shall have performed in all material respects performed or complied with each and all obligations of the obligations, covenants, agreements and agreements, and complied in all material respects with all covenants and conditions, contained in this Agreement conditions required to be performed or complied with by it on or prior to or at the Closing DateClosing.

Appears in 1 contract

Samples: Asset Sale Agreement (Province Healthcare Co)

Performance of Covenants. Purchaser shall have performed in all material respects all obligations and agreements, and or complied in all material respects with all of the terms, covenants and conditions, contained in conditions of this Agreement to be performed or complied with by it Purchaser at or prior to or at the Closing Date.

Appears in 1 contract

Samples: Partnership Interest (Obsidian Energy Ltd.)

Performance of Covenants. The Purchaser shall have performed fulfilled or complied, in all material respects all obligations and agreementsrespects, and complied in all material respects with all covenants and conditions, contained in this Agreement to be performed fulfilled or complied with by it at or prior to or at the Closing DateClosing, and the Purchaser will have delivered a certificate executed by a senior officer to that effect.

Appears in 1 contract

Samples: Agreement (Rayonier Advanced Materials Inc.)

Performance of Covenants. Purchaser shall have performed in all material respects all obligations and agreements, and complied in all material respects with all covenants and conditions, agreements contained in this Agreement that are required to be performed or complied with by it at or prior to or at the Closing, and the Sellers shall have received a certificate, dated as of the Closing Date, executed by an executive officer, vice president or the chief financial officer of Purchaser to that effect.

Appears in 1 contract

Samples: Purchase Agreement (Healtheon Webmd Corp)

Performance of Covenants. The Purchaser shall have performed fulfilled or complied, in all material respects all obligations and agreementsrespects, and complied in all material respects with all covenants and conditions, contained in this Agreement or in any other agreement, certificate or instrument executed and delivered pursuant to this Agreement to be performed fulfilled or complied with by it at or prior to or at the Closing DateClosing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Rayonier Advanced Materials Inc.)

Performance of Covenants. The Purchaser shall have performed in all material respects all obligations and agreements, and has fulfilled or complied in all material respects with all each of the covenants and conditions, of the Purchaser contained in this Agreement to be performed fulfilled or complied with by it on or prior to or at the Closing Effective Time, and the Purchaser has delivered a certificate confirming same to the Corporation, executed by a senior officer of the Purchaser (without personal liability) addressed to the Corporation and dated the Effective Date.

Appears in 1 contract

Samples: Arrangement Agreement (Trillium Therapeutics Inc.)

Performance of Covenants. Purchaser shall have performed in all material respects all obligations and agreements, and complied in all material respects with all covenants covenants, agreements and conditions, contained in conditions required by this Agreement to be performed or and complied with by it Purchaser on or prior to or at the Closing DateClosing; Purchaser shall have delivered all documents, certificates and instruments required to be delivered by Purchaser under the terms of this Agreement; and Purchaser shall have delivered to Seller a duly executed officer's certificate to such effect in accordance with Section 6.03(c).

Appears in 1 contract

Samples: Purchase Agreement (Sequa Corp /De/)

Performance of Covenants. The Purchaser shall have performed in all material respects all obligations and agreements, and fulfilled or complied in all material respects with all covenants and conditions, contained in this Agreement and in any ancillary agreement to be performed fulfilled or complied with by it at or prior to or at the Closing Dateand the Purchaser shall have executed and delivered a certificate of a senior officer to that effect. The receipt of such certificate and the Closing shall not constitute a waiver by the Vendor of the covenants of the Purchaser which are contained in this Agreement or any ancillary agreement.

Appears in 1 contract

Samples: Share Purchase Agreement (Thinkpath Inc)

Performance of Covenants. The Purchaser shall have performed or complied with, in all material respects respects, all obligations and agreementsof the obligations, and complied in all material respects with all covenants and conditions, contained agreements in this Agreement to be performed or complied with by it the Purchaser at or prior to or the Time of Closing. The Purchaser shall not be in material breach of any covenant on its part contained in this Agreement and shall have delivered to the Vendor at the Time of Closing Datea certificate duly executed by an authorized senior officer of the Purchaser, to such effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Bell Microproducts Inc)

Performance of Covenants. The Purchaser shall have performed in all material respects all obligations and agreements, and fulfilled or complied in all material respects with all covenants and conditions, contained in this Agreement to be performed fulfilled or complied with by it at or prior to or at the Closing Date.and the Purchaser shall have delivered a certificate signed on its behalf by a senior officer to that effect. The receipt of such certificate and the Closing shall not constitute a waiver by the Vendor of the covenants of the Purchaser which are contained in this Agreement;

Appears in 1 contract

Samples: Share Purchase Agreement

Performance of Covenants. The Purchaser shall have performed fulfilled or complied with in all material respects all obligations and agreements, and complied in all material respects with all covenants and conditions, contained in this Agreement and in any Ancillary Agreement to be performed fulfilled or complied with by it at or prior to or at Closing and the Closing DatePurchaser shall have delivered a certificate signed by a senior officer on its behalf to that effect.

Appears in 1 contract

Samples: Asset and Real Estate Purchase Agreement

Performance of Covenants. The Purchaser shall have duly performed in all material respects all obligations and agreements, and complied in all material respects with all covenants each covenant and conditionsagreement required to be performed or complied with by it under this Agreement, contained in this Agreement each case, as and when required to be performed or complied with by it prior to or at on the Closing Completion Date.

Appears in 1 contract

Samples: This Option Agreement (CKX, Inc.)

Performance of Covenants. The Purchaser shall have fulfilled, performed in all material respects all obligations and agreements, and or complied in all material respects with all covenants and conditions, contained in this Agreement to be fulfilled, performed or complied with by it at or prior to or at Closing, and the Closing DatePurchaser shall have executed and delivered a certificate of a senior officer to that effect.

Appears in 1 contract

Samples: Share Purchase Agreement (Berkshire Hathaway Energy Co)

Performance of Covenants. Purchaser shall have performed in all material respects all obligations and agreements, and has fulfilled or complied in all material respects with all each of the covenants and conditions, of Purchaser contained in this Agreement to be performed fulfilled or complied with by it on or prior to or at the Closing Effective Time, and has delivered a certificate confirming same to Corporation, executed by two senior officers of Purchaser (in each case without personal liability) addressed to Corporation and dated the Effective Date.

Appears in 1 contract

Samples: Arrangement Agreement (Nordion Inc.)

Performance of Covenants. Purchaser shall have performed in all material respects all obligations and agreements, and has fulfilled or complied in all material respects with all each of the covenants and conditions, of the Purchaser contained in this Agreement to be performed fulfilled or complied with by it on or prior to or at the Closing Effective Time and the Purchaser has delivered a certificate confirming same to the Company, executed by two senior officers of the Purchaser addressed to the Company and dated the Effective Date.

Appears in 1 contract

Samples: Arrangement Agreement (Transatlantic Petroleum Ltd.)

Performance of Covenants. The Purchaser shall have performed in all material respects all obligations and agreements, and has fulfilled or complied in all material respects with all each of the covenants and conditions, of the Purchaser contained in this Agreement to be performed fulfilled or complied with by it on or prior to or at the Closing Effective Time, and the Purchaser has delivered a certificate confirming same to the Corporation, executed by one senior officer of the Purchaser (without personal liability) addressed to the Corporation and dated the Effective Date.

Appears in 1 contract

Samples: ca.practicallaw.thomsonreuters.com

Performance of Covenants. The Purchaser shall have fulfilled, performed in all material respects all obligations and agreements, and or complied in on all material respects with all covenants and conditions, contained in this Agreement to be fulfilled, performed or complied with by it at or prior to or at Closing and the Closing DatePurchaser shall have executed and delivered a certificate of a senior officer to that effect.

Appears in 1 contract

Samples: Share Purchase Agreement (Enthusiast Gaming Holdings Inc. / Canada)

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Performance of Covenants. The Purchaser shall have performed in all material respects all obligations and agreements, and complied in all material respects (but without regard to any qualifications with respect to materiality contained therein) all covenants and conditions, contained in this Agreement to be performed or complied with by it at or prior to or at Closing, and the Closing DatePurchaser shall have delivered a certificate of a senior officer confirming the foregoing.

Appears in 1 contract

Samples: Share Purchase Agreement (CURO Group Holdings Corp.)

Performance of Covenants. Purchaser shall have performed in all material respects all obligations and agreements, and complied in all material respects with all covenants covenants, agreements and conditions, contained in conditions required by this Agreement to be performed or and complied with by it Purchaser on or prior to or at the Closing DateClosing; Purchaser shall have delivered all documents, certificates and instruments required to be delivered by Purchaser under the terms of this Agreement; and Purchaser shall have delivered to Seller a duly executed officer’s certificate to such effect in accordance with Section 6.03(c).

Appears in 1 contract

Samples: Purchase Agreement (Gencorp Inc)

Performance of Covenants. Purchaser shall have performed in all material respects all obligations and agreements, and fulfilled or complied in all material respects with all covenants and conditions, contained in this Agreement to be performed fulfilled or complied with by it Purchaser in all material respects at or prior to or at the Closing Date.Closing, and Purchaser shall have executed and delivered a certificate of a senior officer to that effect;

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Bluerock Multifamily Growth REIT, Inc.)

Performance of Covenants. Purchaser shall have performed in all material respects all obligations and agreements, and complied in all material respects with all covenants and conditionscovenants, contained in this Agreement to be performed or complied with by it prior to or at the Closing Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Interpool Inc)

Performance of Covenants. The Purchaser shall have performed and complied with in all material respects all of its covenants, agreements and obligations and agreements, and complied in all material respects with all covenants and conditions, contained in this Agreement to be performed on or complied with by it prior to or at the Closing Date. The Purchaser shall have delivered, or caused to be delivered, to the Vendor all the deliveries set forth in Section 2.5(a)(i).

Appears in 1 contract

Samples: Asset and Share Purchase Agreement (Profound Medical Corp.)

Performance of Covenants. The Purchaser shall must have performed fulfilled or complied, in all material respects all obligations and agreementsrespects, and complied in all material respects with all covenants and conditions, contained in this Agreement required to be performed fulfilled or complied with by it at or prior to or at the Closing DateClosing. The Purchaser shall also have executed and delivered a certificate confirming the foregoing, signed by a senior officer.

Appears in 1 contract

Samples: Share Purchase Agreement (Aralez Pharmaceuticals Inc.)

Performance of Covenants. Purchaser shall and AcquireCo have performed in all material respects all obligations and agreements, and fulfilled or complied in all material respects with all of the covenants and conditions, contained in this Agreement to be performed fulfilled or complied with by it Purchaser and AcquireCo on or prior to or at the Closing Effective Time, and Purchaser has delivered a certificate confirming same to the Company, executed by two (2) senior officers of Purchaser addressed to the Company and dated the Effective Date.

Appears in 1 contract

Samples: Arrangement Agreement (Scientific Games Corp)

Performance of Covenants. Each of Purchaser shall have performed in all material respects all obligations and agreements, and Guarantor has fulfilled or complied in all material respects with all each of the covenants of Purchaser and conditionsGuarantor, as applicable, contained in this Agreement to be performed fulfilled or complied with by it on or prior to the Effective Time, and has delivered a certificate confirming same to Corporation, executed by two (2) senior officers of Purchaser or at Guarantor, as applicable (in each case without personal liability), addressed to Corporation and dated the Closing Effective Date.

Appears in 1 contract

Samples: Arrangement Agreement (Clementia Pharmaceuticals Inc.)

Performance of Covenants. The Purchaser shall have performed in all material respects all obligations and agreements, and has fulfilled or complied in all material respects with all each of the covenants and conditions, of the Purchaser contained in this Agreement to be performed fulfilled or complied with by it them on or prior to or at the Closing Effective Time, and the Purchaser has delivered a certificate confirming same to the Company, executed by two senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective Date.

Appears in 1 contract

Samples: Arrangement Agreement (Merus Labs International Inc.)

Performance of Covenants. The Purchaser shall have fulfilled, performed or complied with in all material respects all obligations and agreements, and complied in all material respects with all covenants and conditions, contained in this Agreement and in any Acquisition Agreement to which it is a party to be fulfilled, performed or complied with by it at or prior to or at Closing and the Closing DatePurchaser shall have executed and delivered a certificate of a senior officer to that effect.

Appears in 1 contract

Samples: Purchase Agreement (Kingsway Financial Services Inc)

Performance of Covenants. Purchaser shall have performed in all material respects all obligations and agreements, and complied in all material respects with all covenants and conditions, contained in this Agreement to be performed or complied with by it Purchaser prior to or at the Closing Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Drugstore Com Inc)

Performance of Covenants. Purchaser shall have performed in all material respects all obligations and agreements, and fulfilled or complied in all material respects with all covenants and conditions, contained in this Agreement to be performed fulfilled or complied with by it at or prior to or at the Closing DateDate and Purchaser shall have executed and delivered to Vendor Purchaser’s Closing Certificate to that effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Optimal Group Inc)

Performance of Covenants. Purchaser shall will have performed in all material respects all obligations and agreements, and or complied in all material respects with all covenants covenants, agreements and conditions, contained in obligations required by this Agreement to be performed or complied with by it Purchaser on or prior to or at the Closing Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (MGC DIAGNOSTICS Corp)

Performance of Covenants. The Purchaser shall have performed in all material respects all obligations and agreements, and complied in all material respects with all covenants each obligation, agreement and conditions, contained covenant in this Agreement required to be performed or complied with by it under this Agreement or any other agreement or document contemplated by this Agreement at or prior to or the Closing. The Purchaser shall have delivered to the Vendor and the Company at the Closing Datea certificate, duly executed by a senior officer of the Purchaser, acceptable to the Vendor and the Company, each acting reasonably, to such effect.

Appears in 1 contract

Samples: Acquisition Agreement (Strong Global Entertainment, Inc.)

Performance of Covenants. The Purchaser shall have performed fulfilled or complied, in all material respects all obligations and agreementsrespects, and complied in all material respects with all covenants and conditions, contained in this Agreement required to be performed fulfilled or complied with by it at or prior to or at Closing and SSR (for and on behalf of itself and the Closing Dateother Vendors) shall have received a certificate of a senior officer of the Purchaser to that effect.

Appears in 1 contract

Samples: Royalty Purchase Agreement (EMX Royalty Corp)

Performance of Covenants. Purchaser shall have fulfilled, performed in all material respects all obligations and agreements, and or complied in all material respects with all covenants and conditions, contained in this Agreement and in any Transaction Document to which it is a party to be fulfilled, performed or complied with by it at or prior to or at the Closing Dateand Purchaser shall have executed and delivered a certificate of a senior officer to that effect.

Appears in 1 contract

Samples: Share Purchase Agreement (Sunshine Biopharma, Inc)

Performance of Covenants. The Purchaser shall have performed in all material respects all obligations and agreements, and has fulfilled or complied in all material respects with all each of the covenants and conditions, of the Purchaser contained in this Agreement to be performed fulfilled or complied with by it on or prior to the Effective Time, except where the failure to comply with such covenants, individually or at in the Closing aggregate, would not materially impede completion of the Arrangement, and the Purchaser has delivered a certificate confirming same to the Company, executed by a senior officer of the Purchaser (without personal liability) addressed to the Company and dated the Effective Date.

Appears in 1 contract

Samples: Agreement (SG Enterprises, II LLC)

Performance of Covenants. The Purchaser shall will have performed complied with Section 2.10 and will have fulfilled or complied with all other covenants in all material respects all obligations and agreements, and complied in all material respects with all covenants and conditions, contained in this Agreement to be performed fulfilled or complied with by it them on or prior to or at the Closing DateEffective Time.

Appears in 1 contract

Samples: Arrangement Agreement (Lantronix Inc)

Performance of Covenants. The Purchaser shall have performed in all material respects all obligations and agreements, and complied in all material respects with all covenants and conditions, contained in this Agreement and in any other Transaction Document to which it is a party to be performed or complied with by it at or prior to or at Closing and the Closing DatePurchaser shall have delivered a certificate of a senior officer confirming the foregoing.

Appears in 1 contract

Samples: Share Purchase Agreement (Indie Semiconductor, Inc.)

Performance of Covenants. The Purchaser shall have performed in all material respects all obligations and agreements, and complied in all material respects with all covenants and conditions, contained in this Agreement to be performed or complied with by it at or prior to or at Closing and the Closing DatePurchaser shall have delivered a certificate of a senior officer confirming the foregoing.

Appears in 1 contract

Samples: Share Purchase Agreement (SatixFy Communications Ltd.)

Performance of Covenants. The Purchaser shall have performed in all material respects all obligations and agreements, and has fulfilled or complied in all material respects with all each of its covenants and conditions, contained in this Agreement to be performed fulfilled or complied with by it on or prior to or at the Closing Effective Time and the Purchaser has delivered a certificate confirming same to the Company, executed by two (2) senior officers thereof (in each case without personal liability) addressed to the Company and dated the Effective Date.

Appears in 1 contract

Samples: Arrangement Agreement (Pixelworks, Inc)

Performance of Covenants. Purchaser shall have performed performed, satisfied and complied with, in all material respects respects, all of the covenants, agreements, obligations and agreements, and complied in all material respects with all covenants and conditions, contained in conditions under this Agreement which are to be performed performed, satisfied or complied with by it Purchaser at or prior to or at the Closing DateClosing.

Appears in 1 contract

Samples: Asset Contribution and Sale Agreement (Powersecure International, Inc.)

Performance of Covenants. The Purchaser shall have performed in all material respects all obligations and agreements, and or complied in all material respects with all covenants covenants, agreements and conditions, contained in obligations required by this Agreement to be performed or complied with by it Purchaser on or prior to or at the Closing Date.

Appears in 1 contract

Samples: Share Purchase Agreement (Till Capital Ltd.)

Performance of Covenants. The Purchaser shall have performed in all material respects all obligations and agreements, and complied in all material respects with all covenants and conditions, contained in of this Agreement to be performed or complied with by it them at or prior to or at the Closing DateDate and the Purchaser shall have delivered to the Members and the Company a certificate to such effect.

Appears in 1 contract

Samples: Agreement and Plan of Exchange (Brightstar Information Technology Group Inc)

Performance of Covenants. The Purchaser shall have performed in all material respects all their respective obligations and agreements, and shall have complied in all material respects with all of their respective covenants and conditions, contained in this Agreement to be performed or complied with by it prior to or at the Closing Date.

Appears in 1 contract

Samples: Agreement of Purchase and Sale (Piper Jaffray Companies)

Performance of Covenants. The Purchaser shall have performed in all material respects all obligations and agreements, and fulfilled or complied in all material respects with all covenants and conditions, contained in this Agreement and in each document to be performed delivered hereunder are required to be fulfilled or complied with by it at or prior to or at the Closing DateClosing, and the Purchaser shall have delivered a certificate to that effect duly executed by a duly authorized officer of the Purchaser.

Appears in 1 contract

Samples: Share Purchase Agreement (High Tide Inc.)

Performance of Covenants. Each of the Purchaser shall have performed in all material respects all obligations and agreements, and Acquireco has fulfilled or complied in all material respects with all each of its respective covenants and conditions, contained in this Agreement to be performed fulfilled or complied with by it on or prior to or at the Closing Date.Effective Time, and the Purchaser has delivered a certificate confirming same to the Company, executed by two (2) senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective Date.‌

Appears in 1 contract

Samples: Arrangement Agreement

Performance of Covenants. The Purchaser shall have performed fulfilled or complied, in all material respects all obligations and agreementsrespects, and complied in all material respects with all covenants and conditions, contained in this Agreement to be performed fulfilled or complied with by it at or prior to or at the Closing DateClosing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Domtar CORP)

Performance of Covenants. The Purchaser shall have performed in all material respects all obligations and agreements, and fulfilled or complied in all material respects with all covenants and conditions, contained in this Agreement to be performed fulfilled or complied with by it at or prior to or at Effective Date, the Closing Warrant Exercise Date, the First Debenture Date and the Second Debenture Date, as applicable, and the Purchaser shall have executed and delivered a certificate of a senior officer to that effect.

Appears in 1 contract

Samples: Terms and Conditions (MNP Petroleum Corp)

Performance of Covenants. Purchaser shall have performed duly performed, satisfied and complied with, in all material respects respects, all obligations and agreements, and complied in all material respects with all covenants and conditions, contained obligations of Purchaser set forth in this Agreement and required to be performed so performed, satisfied or complied with by it Purchaser at or prior to or at the Closing DateClosing.

Appears in 1 contract

Samples: Purchase and Sale Agreement (NRG Energy, Inc.)

Performance of Covenants. The Purchaser shall will have performed complied with Section 2.9 and will have fulfilled or complied with all other covenants in all material respects all obligations and agreements, and complied in all material respects with all covenants and conditions, contained in this Agreement to be performed fulfilled or complied with by it them on or prior to the Effective Time, and the Purchaser shall have delivered a certificate confirming same to the Company, executed by two officers or at directors of the Closing Purchaser (in each case without personal liability), dated the Effective Date.

Appears in 1 contract

Samples: Arrangement Agreement (Charlotte's Web Holdings, Inc.)

Performance of Covenants. Purchaser shall have performed in all material respects performed or complied with each and all obligations of the obligations, covenants, agreements and agreements, and complied in all material respects with all covenants and conditions, contained in this Agreement conditions required to be performed or complied with by it Purchaser on or prior to or at the Closing Date.

Appears in 1 contract

Samples: Claim Purchase Agreement (Darling International Inc)

Performance of Covenants. The Purchaser shall will have performed complied with Section 2.8 and will have fulfilled or complied with all other covenants in all material respects all obligations and agreements, and complied in all material respects with all covenants and conditions, contained in this Agreement to be performed fulfilled or complied with by it them on or prior to or at the Closing Date.Effective Time.‌

Appears in 1 contract

Samples: Arrangement Agreement

Performance of Covenants. The Purchaser shall have performed in all material respects all obligations and agreements, and fulfilled or complied in all material respects with all covenants and conditions, contained in this Agreement and in any Ancillary Agreement required to be performed fulfilled or complied with by it at or prior to or at the Closing DateClosing.

Appears in 1 contract

Samples: Asset Purchase Agreement

Performance of Covenants. Purchaser shall have performed in all material respects all obligations and agreements, and complied in all material respects with all covenants agreements and conditions, contained in this Agreement obligations required by the Transfer Documents to be performed or complied with by it Purchaser prior to or at the Closing DateClosing.

Appears in 1 contract

Samples: Sale Agreement (Public Service Co of New Mexico)

Performance of Covenants. The Purchaser shall must have performed fulfilled, or complied with, in all material respects all obligations and agreementsrespects, and complied in all material respects with all covenants and conditions, contained in this Agreement to be performed fulfilled or complied with by it at or prior to or at Closing and the Closing DateVendor receive a certificate of a senior officer of the Purchaser to that effect.

Appears in 1 contract

Samples: Share Purchase Agreement (Baja Mining Corp.)

Performance of Covenants. The Purchaser shall have fulfilled, performed in all material respects all obligations and agreements, and or complied in all material respects with all covenants and conditions, contained in this Agreement to be fulfilled, performed or complied with by it at or prior to or at Closing, and the Closing DatePurchaser shall have delivered a certificate of a senior officer confirming the foregoing.

Appears in 1 contract

Samples: Share Purchase Agreement (Loop Industries, Inc.)

Performance of Covenants. The Purchaser shall have performed fulfilled or complied, in all material respects respects, with all obligations and agreements, and complied in all material respects with all covenants and conditions, obligations contained in this Agreement to be performed fulfilled or complied with by it at or prior to or at the Closing DateClosing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Domtar CORP)

Performance of Covenants. The Purchaser shall have performed in all material respects all obligations and agreements, and complied in all material respects with all covenants each obligation, agreement and conditions, contained covenant in this Agreement required to be performed or complied with by it under this Agreement or any other agreement or document contemplated by this Agreement at or prior to or the Closing. The Purchaser shall have delivered to the Vendor at the Closing Datea certificate, duly executed by the Purchaser, to such effect.

Appears in 1 contract

Samples: Purchase Agreement

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