Common use of Seller’s Performance Clause in Contracts

Seller’s Performance. Sellers shall have performed and complied with in all material respects the covenants and agreements that Sellers are required to perform or comply with pursuant to this Agreement at or prior to the Closing, and Buyer shall have received a certificate of Sellers to such effect signed by a duly authorized officer thereof.

Appears in 10 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Sears Holdings Corp), Asset Purchase Agreement (Esl Partners, L.P.)

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Seller’s Performance. Sellers shall have performed Each covenant and complied with in all material respects the covenants and agreements agreement that Sellers are required to perform or to comply with pursuant to this Agreement at or prior to the ClosingClosing shall have been duly performed and complied with in all material respects (except that those covenants and agreements that are qualified as to materiality or Material Adverse Effect or similar expressions shall have been duly performed and complied with in all respects), and Buyer shall have received a certificate of Sellers to such effect signed by a duly authorized officer thereof.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Verasun Energy Corp)

Seller’s Performance. Sellers shall have performed Each covenant and complied with in all material respects the covenants and agreements agreement that Sellers are a Seller is required to perform or to comply with pursuant to this Agreement at or prior to the ClosingClosing shall have been duly performed and complied with in all material respects (except those covenants and agreements that are qualified as to materiality or material adverse effect or similar expressions shall have been duly performed and complied with in all respects), and Buyer shall have received a certificate of Sellers REC to such effect signed by a duly authorized officer thereof.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Rex Energy Corp)

Seller’s Performance. Sellers Seller shall have performed performed, observed and complied with in all material respects the covenants agreements and agreements that Sellers are obligations required to perform or comply with pursuant to by this Agreement at or prior to the Closingbe performed, observed and Buyer complied with on its part hereunder. Seller shall have received a certificate of Sellers delivered to Buyer such effect signed by a duly authorized officer thereofdocuments and other materials as Buyer reasonably may deem necessary to confirm fully such performance, observance and compliance.

Appears in 2 contracts

Samples: Agreement of Purchase and Sale, Agreement of Sale (GMH Communities Trust)

Seller’s Performance. Sellers shall have performed and complied with in all material respects the covenants and agreements that Sellers are required to perform or comply with pursuant to by this Agreement at to be performed or prior to complied with by Sellers on or before the Closing, and Buyer shall have received a certificate of Sellers to such effect signed by a duly authorized officer thereofClosing Date.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Cano Petroleum, Inc), Stock Purchase and Sale Agreement (Terax Energy, Inc.)

Seller’s Performance. Sellers Each Seller shall have performed performed, satisfied and complied with in all material respects (without giving duplicative effect to any materiality qualifier set forth in the text of such covenant or agreement) with all covenants and agreements that Sellers are required to perform or comply with pursuant to by this Agreement to be performed, satisfied or complied with by it at or prior before the Closing and each Seller shall have delivered to the Closing, and Buyer shall have received a certificate of Sellers to such effect signed that effect, duly executed by a duly an authorized officer thereofof such Seller.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Astris Energi Inc), Asset Purchase Agreement (ACME Global Inc.)

Seller’s Performance. Sellers shall have performed Each covenant and complied with in all material respects the covenants and agreements agreement that Sellers are any Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing, Closing shall have been duly performed and complied with in all material respects and Buyer shall have received a certificate of Sellers signed by such Seller to such effect signed by a duly authorized officer thereofeffect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Lightyear Network Solutions, Inc.)

Seller’s Performance. Sellers The Seller shall have performed performed, satisfied and complied with in all material respects (without giving duplicative effect to any materiality qualifier set forth in the text of such covenant or agreement) with all covenants and agreements that Sellers are required to perform or comply with pursuant to by this Agreement to be performed, satisfied or complied with by it at or prior before the Closing and the Seller shall have delivered to the Closing, and Buyer shall have received a certificate of Sellers to such effect signed that effect, duly executed by a duly an authorized officer thereofof the Seller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Astris Energi Inc)

Seller’s Performance. Sellers Seller shall have performed and complied with in all material respects the with all applicable covenants and agreements that Sellers are required to perform or comply with pursuant to by this Agreement at to be performed or complied with by Seller prior to the or at Closing, and Buyer shall have received a certificate of Sellers to such effect signed by a duly authorized officer thereof.. 6.3

Appears in 1 contract

Samples: Stock Purchase Agreement (Pacificare Halth Systems Inc)

Seller’s Performance. Sellers shall have performed and complied with in all material respects the The covenants and agreements that Sellers are required to perform or to comply with pursuant to this Agreement at or prior to the Closing, Closing shall have been performed and complied with in all material respects and Buyer shall have received a certificate of Sellers to such effect signed by a duly authorized officer thereof.

Appears in 1 contract

Samples: Asset Purchase Agreement (Walter Energy, Inc.)

Seller’s Performance. Sellers and the Company shall have duly performed and complied with in all material respects the with all covenants and agreements obligations that Sellers and the Company are required to perform or comply with pursuant to this Agreement at or prior to the Closing. Seller Representative shall deliver to Buyer a certificate, and Buyer shall have received a certificate dated the Closing Date, certifying to the satisfaction of Sellers to such effect signed by a duly authorized officer thereofthe condition set forth in this Section 8.1(b).

Appears in 1 contract

Samples: Membership Interest Purchase Agreement

Seller’s Performance. Sellers shall have performed and complied with in all material respects the The covenants and agreements that Sellers are Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing, Closing shall have been performed and complied with in all material respects and Buyer shall have received a certificate of Sellers Seller to such effect signed by a duly authorized officer thereofeffect.

Appears in 1 contract

Samples: Asset Purchase Agreement (F45 Training Holdings Inc.)

Seller’s Performance. Sellers Seller shall have performed and or complied with with, in all material respects the covenants respects, all of its obligations, covenants, and agreements that Sellers are required to perform or comply with pursuant to under this Agreement at or prior to and the Closing, and Buyer Purchaser shall have received a the certificate of Sellers to such effect signed by a duly an authorized officer thereofof Seller confirming such performance and the satisfaction of the condition set forth in Section 6.1 above.

Appears in 1 contract

Samples: Asset Purchase Agreement (Handleman Co /Mi/)

Seller’s Performance. Sellers shall have performed and complied with in all material respects All of the covenants and agreements obligations that Sellers are Seller is required to perform or to comply with pursuant to this Agreement at or prior to the ClosingClosing shall have been duly performed and complied with in all respects, and Buyer shall have received a certificate of Sellers to such effect signed by a duly authorized an officer thereofof Seller to the foregoing effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (MGP Ingredients Inc)

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Seller’s Performance. Sellers shall have performed and complied with in all material respects the covenants and agreements that Sellers are each Seller is required to perform or comply with pursuant to this Agreement at or prior to the Closing, and Buyer shall have received a certificate of Sellers to such effect signed by a duly authorized officer thereof.

Appears in 1 contract

Samples: Asset Purchase Agreement (Verasun Energy Corp)

Seller’s Performance. Sellers shall have performed and complied with in all material respects the covenants and agreements that Sellers are required to perform or comply with pursuant to this Agreement at or prior to the Closing, and Buyer shall have received a certificate of Sellers the Company to such effect signed by a duly authorized officer thereofof the Company.

Appears in 1 contract

Samples: Intellectual Property Asset Purchase Agreement

Seller’s Performance. Sellers shall have performed and complied with in all material respects the The covenants and agreements that Sellers are required to perform or to comply with pursuant to this Agreement at or prior to the ClosingClosing shall have been duly performed and complied with in all material respects (except that those covenants and agreements that are qualified as to materiality or Material Adverse Effect or similar expressions shall have been duly performed and complied with in all respects), and Buyer shall have received a certificate of Sellers to such effect signed by a duly authorized officer thereof.

Appears in 1 contract

Samples: Asset Purchase Agreement (Quicksilver Resources Inc)

Seller’s Performance. Sellers Each Seller shall have performed and complied with in all material respects the with all applicable covenants and agreements that Sellers are required to perform or comply with pursuant to by this Agreement at to be performed or complied with by such Seller prior to the or at Closing, and Buyer shall have received a certificate of Sellers to such effect signed by a duly authorized officer thereof.

Appears in 1 contract

Samples: Reconstituted Stock Purchase Agreement (Nu Skin Enterprises Inc)

Seller’s Performance. Sellers Seller shall have performed and complied with in all material respects the covenants and agreements that Sellers are Seller is required to perform or comply with pursuant to this Agreement at or prior to the Closing, and Buyer shall have received a certificate of Sellers Seller to such effect signed by a duly authorized officer thereof.

Appears in 1 contract

Samples: Asset Purchase Agreement (Soy Energy, LLC)

Seller’s Performance. Sellers shall will have performed and complied with in all material respects the with all of their covenants and other agreements that Sellers they are required to perform or comply with pursuant to this Agreement at or prior to the Closing, and Buyer shall Closing (or will have received a certificate of Sellers cured any such breach to such effect signed by a duly authorized officer thereofthe extent necessary to satisfy this condition).

Appears in 1 contract

Samples: Asset Purchase Agreement (Southcross Energy Partners, L.P.)

Seller’s Performance. Sellers shall have performed and complied with in all material respects the The covenants and agreements that Sellers are Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing, Closing shall have been performed and complied with in all material respects and Buyer shall have received a certificate of Sellers from Seller to such effect signed by a duly authorized officer thereofof Seller.

Appears in 1 contract

Samples: Asset Purchase Agreement

Seller’s Performance. Sellers shall have performed and complied with in all material respects the covenants all obligations and agreements that Sellers are and complied in all material respects with all covenants required to perform or comply with pursuant to by this Agreement at to be performed or complied with by Sellers prior to or at the Closing, and Buyer shall have received a certificate of Sellers to such effect signed by a duly authorized officer thereof.

Appears in 1 contract

Samples: Share Purchase Agreement (Smart & Final Inc/De)

Seller’s Performance. Sellers Seller shall have performed and complied with in all material respects the covenants and agreements that Sellers are Seller is required to perform or comply with pursuant to this Agreement at or prior to the Closing, and, since the Execution Date, there shall not have occurred any Material Adverse Effect, and Buyer shall have received a certificate of Sellers Seller to such effect signed by a duly authorized officer thereof.

Appears in 1 contract

Samples: Asset Purchase Agreement

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