Performance by Seller and Purchaser Sample Clauses

Performance by Seller and Purchaser. The representations, warranties, covenants and agreements of Seller shall merge in the performance of Seller at the Closing, and the delivery by Seller of the Seller Documents as contemplated by Section 4.3 hereof shall constitute full performance of all of Seller’s obligations hereunder, and none of the representations, warranties, covenants and agreements of Seller shall survive the Closing other than those obligations of Seller that by the express terms of this Agreement are to survive the Closing. The obligations of Purchaser under this Agreement shall survive the Closing without limitation.
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Performance by Seller and Purchaser. Seller and Purchaser shall cause each of their respective Affiliates to (a) comply with the terms and conditions of this Agreement and the other Transaction Documents that apply to such Affiliates, including with respect to Seller prior to the Closing, the NewCo Entities, and (b) perform the obligations to be performed by such Affiliates prior to the Closing under this Agreement and the other Transaction Documents, in each case, subject to the terms, conditions and limitations set forth herein and therein. 84
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Performance by Seller and Purchaser. (a) The Seller Parent shall take all necessary measures to cause the Seller and the Other Seller Parties to perform all of the Seller's and Other Seller Parties' obligations pursuant to this Agreement and each document, agreement or instrument entered into by the Seller or the Other Seller Parties in connection herewith and shall not take any action or omit to take any action that would be inconsistent with the obligations of the Seller and the Other Seller Parties hereunder or thereunder. (b) The Purchaser Parent shall take all necessary measures to cause the Purchaser and HSN Catalog Services to perform all of the Purchaser's and HSN Catalog Services' obligations pursuant to this Agreement and each document, agreement or instrument entered into by the Purchaser or HSN Catalog Services in connection herewith, and shall not take any action or omit to take any action that would be inconsistent with the obligations of the Purchaser or HSN Catalog Services hereunder or thereunder.
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Performance by Seller and Purchaser. (a) Seller Parent will cause to be performed and hereby guarantees the performance of all actions, agreements and obligations set forth herein to be performed by Seller. Subject to the terms and conditions of this Agreement, this guarantee is an absolute, unconditional and continuing guarantee of the performance of such obligations of Seller. (b) Purchaser Parent will cause to be performed and hereby guarantees the performance of all actions, agreements and obligations set forth herein to be performed by Purchaser. Subject to the terms and conditions of this Agreement, this guarantee is an absolute, unconditional and continuing guarantee of the performance of such obligations of Purchaser.
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Related to Performance by Seller and Purchaser

  • Performance by Seller Seller shall have performed, satisfied and complied with all covenants, agreements and conditions required by this Agreement to be performed or complied with by each of them, on or before the Closing Date.

  • Performance by Purchaser Purchaser shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Purchaser at or prior to the Closing Date.

  • Performance by Buyer Buyer shall have performed and complied with all covenants and agreements and satisfied all conditions required by this Agreement to be performed by Buyer on or before the Closing Date.

  • Performance by the Purchasers Each Purchaser shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Purchaser at or prior to the Closing.

  • Performance by the Purchaser The Purchaser shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the Initial Closing and as of each Settlement Date.