Common use of Performance of Agreements Clause in Contracts

Performance of Agreements. All of the agreements of the Purchaser to be performed prior to the Closing pursuant to the terms of this Agreement shall have been duly performed in all material respects, and the Purchaser shall have delivered to the Sellers an officer's certificate, dated the Closing Date, to such effect.

Performance of Agreements. All Each and all of the agreements of the Purchaser Seller to be performed at or prior to the Closing Date pursuant to the terms of this Agreement hereof shall have been duly performed in all material respects, and the Purchaser shall have delivered to the Sellers an officer's certificate, dated the Closing Date, to such effect.

Performance of Agreements. All Each and all of the agreements of the Purchaser Seller to be performed on or prior to the Closing pursuant to the terms of this Agreement hereof shall have been duly performed in all material respects, and the Purchaser Seller shall have delivered to the Sellers an officer's Purchaser a certificate, dated the Closing Date, to such effect.

Performance of Agreements. All Each and all of the agreements of the Purchaser to be performed on or prior to the Closing pursuant to the terms of this Agreement hereof shall have been duly performed in all material respects, and the Purchaser shall have delivered to the Sellers an officer's Seller a certificate, dated the Closing Date, to such effect.

Performance of Agreements. All of the agreements of the Purchaser to be performed prior to on or before the Closing Date pursuant to the terms of this Agreement hereof shall have been duly performed in all material respectsperformed, and the Purchaser shall have delivered to the Sellers an officer's Shareholder a certificate, dated the Closing Date, to such effect.

Performance of Agreements. All of the agreements of the Purchaser Company and the Sellers to be performed prior to the Closing pursuant to the terms of this Agreement shall have been duly performed in all material respects, and the Purchaser Company and the Sellers shall have each delivered to the Sellers an officer's Purchaser a certificate, dated the Closing Date, to such effect.

Performance of Agreements. All Each and all of the agreements of the Purchaser Sellers to be performed at or prior to the Closing Date pursuant to the terms of this Agreement hereof shall have been duly performed in all material respects, and the Purchaser shall have delivered to the Sellers an officer's certificate, dated the Closing Date, to such effect.

Performance of Agreements. All Each of the agreements of the Purchaser Company and/or any Seller to be performed prior to the Closing Effective Time pursuant to the terms of this Agreement shall have been duly performed in all material respects, and the Purchaser Company and the Sellers' Representative shall have delivered to the Sellers an officer's Purchaser a certificate, dated the Closing Date, to such effect.

Performance of Agreements. All Each and all of the agreements of the Purchaser to be performed at or prior to the Closing Date pursuant to the terms of this Agreement hereof shall have been duly performed in all material respects, and the Purchaser shall have delivered to the Sellers an officer's a certificate, dated as of the Closing Date, to such effect.

Performance of Agreements. All Each and all of the agreements of the Purchaser Seller and the Company to be performed at or prior to the Closing Date pursuant to the terms of this Agreement hereof shall have been duly performed in all material respects, and the Seller and the Company Purchaser shall have delivered to the Sellers an officer's Purchaser a certificate, dated as of the Closing Date, to such effect.

Performance of Agreements. All of the agreements of the Purchaser to be performed prior to the Closing pursuant to the terms of this Agreement shall have been duly performed in all material respects, and the Purchaser Sellers shall have delivered to received a certificate signed by an executive officer of the Sellers an officer's certificatePurchaser, dated the Closing Date, to such effect.

Performance of Agreements. All Each and all of the agreements of the Purchaser Seller to be performed prior to on or before the Closing Date pursuant to the terms of this Agreement hereof shall have been duly performed in all material respectsperformed, and the Purchaser Seller shall have delivered to the Sellers an officer's Purchaser a certificate, dated the Closing Date, to such effect.

Performance of Agreements. All Each agreement of the agreements of the Purchaser Seller to be performed prior to on or before the Closing Date pursuant to the terms of this Agreement hereof or as contemplated herein shall have been duly performed in all material respects, and the Purchaser shall have delivered to the Sellers an officer's certificate, dated the Closing Date, to such effectperformed.

Performance of Agreements. All Each and all of the agreements and covenants of the Purchaser Buyer to be performed prior to on or before the Closing Date pursuant to the terms of this Agreement hereof, including all deliveries and obligations at Closing, shall have been duly performed in all material respects, and the Purchaser Buyer shall have delivered to the Sellers Seller a certificate of an officer's certificateauthorized officer of Buyer, dated the Closing Date, to such effecteffect and evidencing the incumbency of all officers executing any documents in connection with the Closing.

Performance of Agreements. All Each and all of the agreements of the Purchaser Sellers and the Company to be performed at or prior to the Closing Date pursuant to the terms of this Agreement hereof shall have been duly performed in all material respects, and the Sellers and the Company Purchaser shall have delivered to the Sellers an officer's Purchaser a certificate, dated as of the Closing Date, to such effect.

Performance of Agreements. All Each and all of the agreements of the Purchaser to be performed at or prior to the Closing Date pursuant to the terms of this Agreement hereof shall have been duly performed in all material respects, and the Purchaser shall have delivered to the Sellers an officer's certificate, dated the Closing Date, to such effect.

Performance of Agreements. All of the agreements of the Purchaser Buyer to be performed pursuant to this Agreement at or prior to the Closing pursuant to the terms of this Agreement shall have been duly performed in all material respects, and the Purchaser Buyer shall have delivered to the Sellers an officer's certificate, Company a certificate dated the Closing Date, Date to such effect.

Performance of Agreements. All of the agreements of the Purchaser Companies and the Sellers to be performed prior to the Closing pursuant to the terms of this Agreement shall have been duly performed in all material respects, and the Purchaser Companies and the Sellers shall have each delivered to the Sellers an officer's Purchaser a certificate, dated the Closing Date, to such effect.

Performance of Agreements. All Each and all of the agreements and ------------------------- covenants of the Purchaser Buyer to be performed prior to on or before the Closing Date pursuant to the terms of this Agreement hereof, including all deliveries and obligations at Closing, shall have been duly performed in all material respects, and the Purchaser Buyer shall have delivered to the Sellers Seller a certificate of an officer's certificateauthorized officer of Buyer, dated the Closing Date, to such effecteffect and evidencing the incumbency of all officers executing any documents in connection with the Closing.

Performance of Agreements. All Each and all of the agreements of the Purchaser Buyer to be performed prior to on or before the Closing Date pursuant to the terms of this Agreement hereof shall have been duly performed in all material respects, and the Purchaser shall have delivered to the Sellers an officer's certificate, dated the Closing Date, to such effect.

Performance of Agreements. All of the covenants, agreements of the Purchaser to be performed prior to the Closing pursuant to and obligations required by the terms of this Agreement to be performed by Seller at or prior to the Closing, including lockup agreements as discussed herein, shall have been duly and properly performed or fulfilled in all material respects, and the Purchaser Seller shall have delivered to the Sellers an officer's certificate, dated the Closing Date, Buyer a certificate signed by a duly authorized officer thereof to such effect.

Performance of Agreements. All Each and all of the agreements of the Purchaser to be performed at or prior to the Closing Date pursuant to the terms of this Agreement hereof shall have been duly performed in all material respects, and the Purchaser shall have delivered to the Sellers an officer's Seller a certificate, dated as of the Closing Date, to such effect.

Performance of Agreements. All Each and all of the agreements and ------------------------- covenants of the Purchaser Seller to be performed prior to on or before the Closing Date pursuant to the terms of this Agreement hereof, including all deliveries and obligations at Closing, shall have been duly performed in all material respects, and the Purchaser Seller shall have delivered to the Sellers Buyer a certificate of an officer's certificateauthorized representative of Seller, dated the Closing Date, to such effecteffect and evidencing the incumbency of all officers executing any documents in connection with the Closing.

Performance of Agreements. All Each and all of the agreements and ------------------------- covenants of the Purchaser Buyer to be performed prior to on or before the Closing Date pursuant to the terms of this Agreement hereof, including all deliveries and obligations at Closing, shall have been duly performed in all material respectsperformed, and the Purchaser Buyer shall have delivered to the Sellers a certificate of an officer's certificateauthorized officer of Buyer, dated the Closing Date, to such effecteffect and evidencing the incumbency of all officers executing any documents in connection with the Closing.

Performance of Agreements. All of the agreements of the Purchaser Buyer to be performed at or prior to the Closing Date pursuant to the terms of this Agreement hereof shall have been duly performed in all material respects, respects and the Purchaser each of Buyer shall have delivered to the Sellers an officer's a certificate, dated the Closing Date, to such effect.

Performance of Agreements. All Each and all of the agreements and ------------------------- covenants of the Purchaser Seller to be performed prior to on or before the Closing Date pursuant to the terms of this Agreement hereof, including all deliveries and obligations at Closing, shall have been duly performed in all material respects, and the Purchaser Sellers shall have delivered to the Sellers an officer's certificateBuyer a certificate of Sellers, dated the Closing Date, to such effecteffect and evidencing the incumbency of all officers executing any documents in connection with the Closing.

Performance of Agreements. All of the agreements of the Purchaser to be performed prior to the Closing pursuant to the terms of this Agreement shall have been duly performed in all material respects, and the Purchaser shall have delivered to the Sellers an officer's ’s certificate, dated the Closing Date, to such effect.

Performance of Agreements. All Each and all of the agreements of the Purchaser Seller to be performed prior to on or before the Closing Date pursuant to the terms of this Agreement hereof shall have been duly performed in all material respectsperformed, and the Purchaser Seller shall have delivered to the Sellers an officer's Purchaser a certificate, dated the Closing Date, to such effect.. §5.4

Performance of Agreements. All of the agreements of the Purchaser Seller to be performed pursuant to this Agreement at or prior to the Closing pursuant to the terms of this Agreement shall have been duly performed in all material respects, and the Purchaser Seller shall have delivered to the Sellers an officer's Buyer a certificate, dated the Closing Date, to such effect.

Performance of Agreements. All Each and all of the agreements of the Purchaser to be performed prior to on or before the Closing Date pursuant to the terms of this Agreement hereof shall have been duly fully performed in all material respects, and each of the documents, agreements and other items, to be delivered to Seller pursuant to Section 3.2 shall have been delivered, and Purchaser shall have delivered to the Sellers an officer's Seller a certificate, dated the Closing Date, to such effect.

Performance of Agreements. All Each of the agreements of the Purchaser Sellers to be performed prior to on or before the Closing Date pursuant to the terms of this Agreement hereof shall have been duly performed in all material respects, and the Purchaser shall have delivered to the Sellers an officer's certificate, dated the Closing Date, to such effectperformed.

Performance of Agreements. All Each and all of the agreements of the Purchaser Sellers to be performed prior to on or before the Closing Date pursuant to the terms of this Agreement hereof shall have been duly fully performed in all material respects, each of the documents, agreements and the other items to be delivered to Purchaser pursuant to Section 3.1 shall have been delivered, and Sellers shall have delivered to the Sellers an officer's Purchaser a certificate, dated the Closing Date, to such effect.

Performance of Agreements. All Each and all of the agreements of the Purchaser Seller to be performed prior to on or before the Closing Date pursuant to the terms of this Agreement hereof shall have been duly performed in all material respects, and the Purchaser shall have delivered to the Sellers an officer's certificate, dated the Closing Date, to such effect.

Performance of Agreements. All of the agreements agreements, obligations and covenants of the Purchaser Seller to be performed prior to the Closing pursuant to the terms of this Agreement shall have been duly performed in all material respects, and the Purchaser shall have delivered to the Sellers an officer's certificate, dated the Closing Date, to such effect.

Performance of Agreements. All Each and all of the agreements of the Purchaser Seller to be performed on or prior to the Closing pursuant to the terms of this Agreement hereof shall have been duly performed in all material respects, and the Purchaser Seller Closing Certificate shall confirm that the conditions set forth in this Section 9.2(b) have delivered to the Sellers an officer's certificate, dated the Closing Date, to such effectbeen satisfied.

Performance of Agreements. All Seller and all of the agreements of the Purchaser to be performed at or prior to the Closing Date pursuant to the terms of this Agreement hereof shall have been duly performed in all material respects, and the Purchaser shall have delivered to the Sellers an officer's certificate, dated the Closing Date, to such effect.

Performance of Agreements. All Each payment, delivery or other action ------------------------- required of the agreements Buyer under this Agreement, and each agreement of the Purchaser Buyer to be performed prior to at or before the Closing pursuant to under the terms of this Agreement hereof or as contemplated herein, shall have been duly performed in all material respects, and the Purchaser performed. Seller shall have delivered received a certificate to the Sellers an officer's certificate, this effect dated the Closing Date, to such effectDate and signed by Buyer.

Performance of Agreements. All Each and all of the agreements of the Purchaser to be performed prior to on or before the Closing Date pursuant to the terms of this Agreement hereof shall have been duly performed in all material materials respects, and each of the documents, agreements and other items, to be delivered to Seller pursuant to Section 3.2 shall have been delivered, and Purchaser shall have delivered to the Sellers an officer's Seller a certificate, dated the Closing Date, to such effect.

Performance of Agreements. All of the agreements of the Purchaser to be performed prior to the Closing pursuant to the terms of this Agreement Sellers shall have been duly performed performed, in all material respects, their agreements and obligations contained in this Agreement required to be performed at or before the Purchaser Closing, except to the extent that such agreements or obligations are qualified by terms such as "material" or "Material Adverse Effect," in which case Sellers shall have performed and complied with all of such agreements and obligations in all respects through the Closing, and each Seller shall have delivered to the Sellers an officer's certificatePurchaser a certificate of a duly authorized officer of such Seller, dated the Closing Date, to such effect.

Performance of Agreements. All of the agreements of the Purchaser Company and the Seller to be performed prior to the Closing pursuant to the terms of this Agreement shall have been duly performed in all material respects, and the Purchaser Company and the Seller shall have each delivered to the Sellers an officer's Purchasers a certificate, dated the Closing Date, to such effect.

Performance of Agreements. All of the agreements of the Purchaser to be performed prior to the Closing pursuant to the terms of this Agreement Sellers shall have been duly performed performed, in all material respects, its agreements and obligations contained in this Agreement required to be performed by them at or before the Purchaser Closing, and each Seller shall have delivered to the Sellers an officer's certificatePurchaser a certificate of a duly authorized officer of such Seller, dated the Closing Date, to such effect.

Performance of Agreements. All of the agreements agreements, obligations, covenants and conditions of the Purchaser each Seller to be performed on or prior to the Closing pursuant to the terms of this Agreement shall have been duly performed or complied with in all material respects, respects and the Purchaser each Seller shall have delivered to the Sellers an officer's Purchasers a certificate, dated the Closing DateDate and signed by an authorized representative of such Seller, to such effect.

Performance of Agreements. All of the The agreements of the Purchaser Sellers to be performed prior to the Closing pursuant to the terms of this Agreement shall have been duly performed in all material respects, and the Purchaser shall have delivered to the Sellers an officer's certificate, dated the Closing Date, to such effectperformed.

Performance of Agreements. All Each and all of the agreements of the Purchaser Seller and Parent to be performed prior to on or before the Closing Date pursuant to the terms of this Agreement hereof shall have been duly fully performed in all material respects, each of the documents, agreements and the other items to be delivered to Purchaser pursuant to Section 3.1 shall have been delivered, and Seller shall have delivered to the Sellers an officer's Purchaser a certificate, dated the Closing Date, to such effect.

Performance of Agreements. All of the agreements of the Purchaser Each Seller shall have performed or caused to be performed prior to the Closing pursuant to the terms of this Agreement shall have been duly performed in all material respects, respects all of its obligations and the Purchaser shall have delivered agreements contained in this Agreement or in any Transaction Document that is to the Sellers an officer's certificate, dated the Closing Date, to such effectbe performed by it at or before Closing.

Performance of Agreements. All of the agreements of the Purchaser to be performed prior to the Closing pursuant to Seller shall have performed, in accordance with the terms of this Agreement shall have been duly performed hereof, in all material respects, its agreements and obligations contained in this Agreement required to be performed by it at or before the Purchaser shall have delivered to the Sellers an officer's certificate, dated the Closing Date, to such effectClosing.

Performance of Agreements. All of the agreements of the Purchaser to be performed prior to the Closing pursuant to the terms of this Agreement Seller shall have been duly performed performed, in all material respects, its agreements and obligations contained in this Agreement required to be performed by it at or before the Purchaser Closing, except to the extent that such agreements or obligations are qualified by terms such as “material” or “Material Adverse Effect,” in which case Seller shall have performed and complied with all of such agreements and obligations in all respects through the Closing; and Seller shall have delivered to the Sellers an officer's certificatePurchaser a certificate of a duly authorized officer of Seller, dated the Closing Date, to such effect.

Performance of Agreements. All of the The Seller shall have duly performed, in all material respects, all agreements of the Purchaser required to be performed prior to the Closing pursuant to the terms of this Agreement shall have been duly performed in all material respects, and the Purchaser shall have delivered to the Sellers an officer's certificate, dated the Closing Date, to such effectAgreement.

Performance of Agreements. All of the The Sellers shall have performed in ------------------------- all material respects all obligations and agreements of the Purchaser contained in this Agreement to be performed or complied with by them prior to the Closing pursuant to the terms of this Agreement shall have been duly performed in all material respects, and the Purchaser shall have delivered to the Sellers an officer's certificate, dated or at the Closing Date, to such effect.

Performance of Agreements. All Seller and all of the agreements of the Purchaser Company to be performed at or prior to the Closing Date pursuant to the terms of this Agreement hereof shall have been duly performed in all material respects, and the Purchaser shall have delivered to the Sellers an officer's certificate, dated the Closing Date, to such effect.

Performance of Agreements. All of the agreements of the Purchaser Sellers and the Corporation to be performed prior to on or before the Closing Date pursuant to the terms of this Agreement hereof shall have been duly performed in all material respects, and the Purchaser shall have delivered to the Sellers an officer's certificate, dated the Closing Date, to such effectperformed.

Performance of Agreements. All Each and all of the agreements of the Purchaser to be performed prior to on or before the Closing Date pursuant to the terms of this Agreement hereof shall have been duly fully performed in all material respects, and each of the documents, agreements and other items, to be delivered to Sellers pursuant to Section 3.2 shall have been delivered, and Purchaser shall have delivered to the Sellers an officer's a certificate, dated the Closing Date, to such effect.

Performance of Agreements. All of the agreements of the Purchaser Sellers to be performed prior to the Closing pursuant to the terms of this Agreement shall have been duly performed in all material respects, and the Purchaser shall have delivered to the Sellers an officer's certificatereceived a certificate signed by each Seller, dated the Closing Date, to such effect.

Performance of Agreements. All Each and all of the agreements of the Purchaser to be performed prior to on or before the Closing Date pursuant to the terms of this Agreement hereof shall have been duly performed in all material respects, and the Purchaser shall have delivered to the Sellers an officer's Stockholders a certificate, dated the Closing Date, to such effect.

Performance of Agreements. All Each and all of the agreements and ------------------------- covenants of the Purchaser Buyer to be performed prior to on or before the Closing Date pursuant to the terms of this Agreement hereof, including all deliveries and obligations at Closing, shall have been duly performed in all material respects, and the Purchaser Buyer shall have delivered to the Sellers a certificate of an officer's certificateauthorized officer of Buyer, dated the Closing Date, to such effecteffect and evidencing the incumbency of all officers executing any documents in connection with the Closing.

Performance of Agreements. All Each of the agreements and contracts of the Purchaser Seller to be performed and complied with by Seller prior to or at the Closing pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and the Purchaser shall have delivered to the Sellers an officer's certificate, dated the Closing Date, to such effect.

Performance of Agreements. All Each and all of the agreements and covenants of the Purchaser Purchasers to be performed prior to on or before the Closing Date pursuant to the terms of this Agreement hereof shall have been duly performed in all material respects, and the Purchaser Purchasers shall have delivered to the Sellers Seller a certificate of an officer's certificateauthorized officer of each Purchaser, dated the Closing Date, to such effect.

Performance of Agreements. All of the agreements and covenants of the Purchaser Seller to be performed prior to the Closing pursuant to the terms of this Agreement shall have been duly performed in all material respects, and the Purchaser Seller shall have delivered to the Sellers an officer's certificatePurchaser a certificate of a duly authorized officer of Seller, dated the Closing Date, to such effect.

Performance of Agreements. All Each and all of the agreements of the Purchaser Purchasers to be performed at or prior to the Closing Date pursuant to the terms of this Agreement hereof shall have been duly performed in all material respects, and the Purchaser shall have delivered to the Sellers an officer's certificate, dated the Closing Date, to such effect.

Performance of Agreements. All Each and all of the agreements of the Purchaser to be performed prior to on or before the Closing Date pursuant to the terms of this Agreement hereof shall have been duly performed in all material respects, and the Purchaser Seller shall have delivered to received a certificate, executed by an Executive Officer of the Sellers an officer's certificatePurchaser, dated the Closing Date, to such effect.

Performance of Agreements. All Each and all of the agreements and covenants of the Purchaser Seller to be performed prior to on or before the Closing Date pursuant to the terms of this Agreement hereof, including all deliveries and obligations at Closing, shall have been duly performed in all material respects, and the Purchaser Seller shall have delivered to the Sellers Buyer a certificate of an officer's certificateauthorized representative of Seller, dated the Closing Date, to such effecteffect and evidencing the incumbency of all officers executing any documents in connection with the Closing.

Performance of Agreements. All of the agreements of the Purchaser ------------------------- Purchasers to be performed prior to the Closing pursuant to the terms of this Agreement shall have been duly performed in all material respects, and the each Purchaser shall have delivered to the Sellers an officer's certificateParent a certificate of its general partner, dated the Closing Date, to such effect.

Performance of Agreements. All Each and all of the agreements and ------------------------- covenants of the Purchaser Sellers to be performed prior to on or before the Closing Date pursuant to the terms of this Agreement hereof, including all deliveries and obligations at Closing, shall have been duly performed in all material respectsperformed, and the Purchaser Sellers shall have delivered to the Sellers an officer's certificateBuyer a certificate of Sellers, dated the Closing Date, to such effecteffect and evidencing the incumbency of all officers executing any documents in connection with the Closing.

Performance of Agreements. All Each and all of the agreements of the Purchaser Purchasers to be performed at or prior to the Closing Date pursuant to the terms hereof or in any of this Agreement the Ancillary Documents shall have been duly performed in all material respects, and the Purchaser Purchasers shall have delivered to the Sellers an officer's a certificate, dated the Closing Date, to such effect.

Performance of Agreements. All Each of the agreements and contracts ------------------------- of the Purchaser Seller to be performed and complied with by Seller under this Agreement prior to or at the Closing pursuant to the terms of this Agreement Date shall have been duly performed and complied with in all material respects, and the Purchaser shall have delivered to the Sellers an officer's certificate, dated the Closing Date, to such effect.

Performance of Agreements. All Each and all of the agreements of the Purchaser Sellers to be performed at or prior to the Closing pursuant to the terms of this Agreement hereof shall have been duly performed in all material respects, and the Purchaser Sellers shall have delivered to the Sellers an officer's Buyer a certificate, dated the Closing Datedate of the Closing, to such effect.

Performance of Agreements. All Each and all of the agreements of the Purchaser ------------------------- Purchasers to be performed at or prior to the Closing Date pursuant to the terms hereof or in any of this Agreement the Ancillary Documents shall have been duly performed in all material respects, and the Purchaser Purchasers shall have delivered to the Sellers an officer's a certificate, dated the Closing Date, to such effect.

Performance of Agreements. All Each payment, delivery or other action ------------------------- required of the agreements Seller under this Agreement, and each agreement of the Purchaser Seller to be performed prior to at or before the Closing pursuant to under the terms of this Agreement hereof or as contemplated herein, shall have been duly performed in all material respects, and the Purchaser performed. Buyer shall have delivered received a certificate to the Sellers an officer's certificate, this effect dated the Closing Date, to such effectDate and signed by Seller.

Performance of Agreements. All of the The Seller shall have performed all agreements of the Purchaser contained herein and required to be performed by it prior to or at the Closing pursuant to and all of the terms of representations and warranties made by it and Securityholders in this Agreement shall have been duly performed in all material respects, be true and the Purchaser shall have delivered to the Sellers an officer's certificate, dated correct as of the Closing Date, to such effect.

Performance of Agreements. All Each and all of the agreements of the Purchaser Seller to be performed prior to on or before the Closing Date pursuant to the terms of this Agreement hereof shall have been duly performed in all material respectsrespects (including, and without limitation, the Purchaser shall have delivery of all documents required to be delivered to the Sellers an officer's certificate, dated the Closing Date, Purchaser pursuant to such effectSection 4.01 hereof).

Performance of Agreements. All of the agreements of the Purchaser to be performed prior to on or before the Closing Date pursuant to the terms of this Agreement hereof shall have been duly performed in all material respectsperformed, and the Purchaser shall have delivered to the Sellers an officer's Ascot a certificate, dated the Closing Date, to such effect.

Performance of Agreements. All of the agreements of the Purchaser Sellers required to be performed at or prior to the Closing pursuant to the terms of this Agreement hereof shall have been duly performed in all material respects, respects and the Purchaser each Seller shall have delivered a certificate to the Sellers an officer's certificateBuyer, dated the Closing Date, to such effect.

Performance of Agreements. All of the agreements of the Purchaser acts to be performed prior to by Seller on or before the Closing Date pursuant to the terms of this Agreement hereof shall have been duly performed in all material respects, and the Purchaser Seller shall have delivered to the Sellers an officer's Purchaser a certificate, dated the Closing Date, to such effect.

Performance of Agreements. All of the agreements of the Purchaser to be performed prior to on or before the Closing pursuant to the terms of this Agreement hereof shall have been duly performed in all material respectsperformed, and the Purchaser shall have delivered to the Sellers an officer's Seller a certificate, dated the Closing DateClosing, to such effect.

Performance of Agreements. All of the obligations and agreements of the Purchaser Seller to be performed or satisfied prior to the Closing pursuant to the terms of this Agreement shall have been duly performed in all material respectsperformed, and the Purchaser shall have delivered satisfied or waived prior to the Sellers an officer's certificate, dated the Closing Date, to such effect.

Performance of Agreements. All Each and all of the agreements and covenants of the Purchaser to be performed prior to on or before the Closing Date pursuant to the terms of this Agreement hereof shall have been duly performed in all material respects, and the Purchaser shall have delivered to the Sellers a certificate of an authorized officer's certificate, dated the Closing Date, to such effect.

Performance of Agreements. All Each and all of the agreements of the Purchaser to be performed at or prior to the Closing pursuant to the terms of this Agreement hereof shall have been duly performed in all material respects, and the Purchaser shall have delivered to the Sellers an officer's certificate, dated the Closing Date, to such effect.

Performance of Agreements. All Each and all of the agreements of the Purchaser to be performed prior to on or before the Closing Date pursuant to the terms of this Agreement hereof shall have been duly performed in all material respects, and the Chief Executive Officer of the Purchaser shall have delivered to the Sellers an officer's Seller a certificate, dated the Closing Date, to such effect.

Performance of Agreements. All of the agreements of the Purchaser Each Seller shall have performed or ------------------------- caused to be performed prior to the Closing pursuant to the terms of this Agreement shall have been duly performed in all material respects, respects all of its obligations and the Purchaser shall have delivered agreements contained in this Agreement or in any Transaction Document that is to the Sellers an officer's certificate, dated the Closing Date, to such effectbe performed by it at or before Closing.

Performance of Agreements. All Each and all of the agreements ------------------------- of the Purchaser to be performed at or prior to the Closing Date pursuant to the terms of this Agreement hereof shall have been duly performed in all material respects, and the Purchaser shall have delivered to the Sellers an officer's Seller a certificate, dated the Closing Date, to such effect.

Performance of Agreements. All of the agreements of the -------------------------- Purchaser to be performed prior to the Closing pursuant to the terms of this Agreement the Transaction Documents shall have been duly performed in all material respectsperformed, and the Purchaser shall have delivered to the Sellers an officer's Seller a certificate, dated the Closing Date, to such effect.

Performance of Agreements. All of the agreements of the Purchaser Purchasers to be performed prior to the Closing pursuant to the terms of this Agreement shall have been duly performed in all material respects, and the Purchaser Purchasers shall have delivered to the Sellers Seller an officer's certificate, dated the Closing Date, to such effect.

Performance of Agreements. All of the agreements agreements, obligations, covenants and conditions of the Purchaser Purchasers to be performed on or prior to the Closing pursuant to the terms of this Agreement shall have been duly performed or complied with in all material respects, and the Purchaser Purchasers shall have delivered to the Sellers an officer's a certificate, dated the Closing DateDate and signed by an authorized representative of the Purchasers, to such effect.

Performance of Agreements. All of the agreements of the Purchaser to be performed prior to the Closing pursuant to the terms of this Agreement Each Seller shall have been duly performed performed, in all material respects, their agreements and obligations contained in this Agreement required to be performed by it at or before the Purchaser Closing, and each Seller shall have delivered to the Sellers an officer's certificatePurchaser a certificate of a duly authorized officer of such Seller, dated the Closing Date, to such effect.

Performance of Agreements. All of the agreements of the Purchaser Seller -------------------------- or the Seller Affiliates to be performed prior to the Closing pursuant to the terms of this Agreement the Transaction Documents shall have been duly performed in all material respectsperformed, and the Purchaser Seller shall have delivered to the Sellers an officer's Purchaser a certificate, dated the Closing Date, to such effect.

Performance of Agreements. All Each and all of the agreements and covenants of the Purchaser Seller and Shareholder to be performed prior to on or before the Closing Date pursuant to the terms of this Agreement hereof, including all deliveries and obligations at Closing, shall have been duly performed in all material respects, and the Purchaser Seller shall have delivered to the Sellers Buyer a certificate of an officer's certificateauthorized representative of Seller, dated the Closing Date, to such effecteffect and evidencing the incumbency of all officers executing any documents in connection with the Closing.

Performance of Agreements. All Each and all of the agreements of the Purchaser ------------------------- Sellers to be performed at or prior to the Closing Date pursuant to the terms of this Agreement hereof shall have been duly performed in all material respects, and the Purchaser shall have delivered to the Sellers an officer's certificate, dated the Closing Date, to such effect.

Performance of Agreements. All Each and all of the agreements of the Purchaser to be performed at or prior to the Closing Date pursuant to the terms of this Agreement hereof shall have been duly performed in all material respects, and the Purchaser shall have delivered to the Sellers an officer's certificate, dated the Closing Date, to such effect.

Performance of Agreements. All Each and all of the agreements of the Purchaser Seller to be performed prior to on or before the Closing Date pursuant to the terms of this Agreement hereof shall have been be duly performed in all material respects, and the Purchaser shall have delivered to the Sellers an officer's certificate, dated the Closing Date, to such effect.

Performance of Agreements. All Each and all of the agreements and covenants of the Purchaser Seller to be performed prior to on or before the Closing Date pursuant to the terms of this Agreement hereof shall have been duly performed in all material respects, and the Purchaser Seller shall have delivered to the Sellers FW a certificate of an officer's certificateauthorized officer of Seller, dated the Closing Date, to such effect.

Performance of Agreements. All Each and all of the agreements of the Purchaser Buyer to be performed at or prior to the Closing pursuant to the terms of this Agreement hereof shall have been duly duty performed in all material respects, and the Purchaser Buyer shall have delivered to the Sellers an officer's a certificate, dated the Closing DateClosing, to such effect.

Performance of Agreements. All Each and all of the agreements of the Purchaser Seller to be performed prior to on or before the Closing Date pursuant to the terms of this Agreement hereof shall have been duly fully performed in all material respects, each of the documents, agreements and the other items to be delivered to Purchaser pursuant to Section 3.1 shall have been delivered, and Seller shall have delivered to the Sellers an officer's Purchaser a certificate, dated the Closing Date, to such effect.

Performance of Agreements. All Each of the agreements of the Purchaser acts to be performed prior to by Purchaser on or before the Closing Date pursuant to the terms of this Agreement hereof shall have been duly performed in all material respectsperformed, and the Purchaser shall have delivered to the Sellers an officer's Seller a certificate, dated the Closing Date, to such effect.

Performance of Agreements. All Each of the agreements of the Purchaser Company and Seller to be performed at or prior to the Closing Date pursuant to the terms of this Agreement hereof shall have been duly performed in all material respects, and the Purchaser shall have delivered to the Sellers an officer's certificate, dated the Closing Date, to such effect.

Performance of Agreements. All of the agreements of the Purchaser Seller to be performed prior to on or before the Closing pursuant to the terms of this Agreement hereof shall have been duly performed in all material respectsperformed, and the Purchaser Seller shall have delivered to the Sellers an officer's Purchaser a certificate, dated as of the Closing DateClosing, to such effect.