Common use of Performance of Obligations of the Company Clause in Contracts

Performance of Obligations of the Company. The Company shall have performed or complied with all agreements and covenants required to be performed by it under this Agreement at or prior to the Closing Date that are qualified as to Material Adverse Effect and shall have performed or complied in all material respects with all other material agreements and covenants required to be performed by it under this Agreement at or prior to the Closing Date and Parent shall have received a certificate of the chief executive officer and the chief financial officer of the Company to such effect.

Performance of Obligations of the Company. The Company shall have performed or complied with all agreements and covenants required to be performed by it under this Agreement at or prior to the Closing Date that are qualified as to Material Adverse Effect materiality and shall have performed or complied in all material respects with all other material agreements and covenants required to be performed by it under this Agreement at or prior to the Closing Date that are not so qualified as to materiality, and Parent shall have received a certificate of the chief executive officer and the chief financial officer of the Company to such effect.

Performance of Obligations of the Company. The Company shall have performed or complied with all agreements and covenants required to be performed by it under this Agreement at or prior to the Closing Date that are qualified as to Material Adverse Effect and shall have performed or complied in all material respects with all other material agreements and covenants required to be performed by it under this Agreement at or prior to the Closing Date that are not so qualified, and Parent shall have received a certificate of the chief executive officer and the chief financial officer of the Company to such effect.

Performance of Obligations of the Company. The Company shall have performed or complied in all respects with all agreements and covenants required to be performed by it under this Agreement at or prior to before the Closing Date that are qualified as to materiality or Material Adverse Effect or similar qualifiers set forth herein, and shall have performed or complied in all material respects with all other material agreements and covenants obligations required to be performed by it under this Agreement at or prior to before the Closing Date and Parent shall have received a certificate of the chief executive officer and the chief financial officer of the Company to such effectDate.

Performance of Obligations of the Company. The Company shall have performed or complied with all agreements and covenants required to be performed by it under this Agreement at or prior to the Closing Date that are qualified as to Material Adverse Effect and shall have performed or complied in all material respects with all other material agreements and covenants obligations required to be performed by it under this Agreement at or prior to the Closing Date and Parent shall not have willfully or intentionally (i) breached any of its representations or warranties herein or (ii) failed to perform or satisfy any of its obligations or covenants hereunder, and Conseco shall have received a certificate dated as of the chief executive officer and the chief financial officer Closing Date signed on behalf of the Company by its Chief Executive Officer and its Chief Financial Officer to such effect.

Performance of Obligations of the Company. The Company shall have performed or complied with all agreements and covenants required to be performed by it under this Agreement at or prior to the Closing Date that are qualified as to materiality or Material Adverse Effect and shall have performed or complied in all material respects with all other material agreements and covenants required to be performed by it under this Agreement at or prior to the Closing Date that are not so qualified; and Parent Cal Dive shall have received a certificate of the chief an executive officer and the chief financial officer of the Company to such effect.

Performance of Obligations of the Company. The Company shall have performed or complied with all agreements and covenants required to be performed by it under this Agreement at or prior to the Closing Date that are qualified as to Material Adverse Effect and shall have performed or complied in all material respects with all other material agreements obligations and covenants (considered individually and collectively) required by this Agreement and the Ancillary Agreements to be performed or complied with by it under this Agreement at the Company, as applicable, on or prior to before the First Closing Date Date, and Parent the Purchaser shall have received a certificate of the chief executive officer and the chief financial signed by an authorized officer of the Company to such effect.

Performance of Obligations of the Company. The Company shall have complied in all respects with the covenants and agreements set forth in Section 5.2(k) and Section 6.22. The Company shall have performed or complied with in all agreements and covenants material respects the obligations required to be performed by it under this Agreement (other than those set forth in Section 5.2(k) and Section 6.22) at or prior to the Closing Date that are qualified as to Material Adverse Effect and shall have performed or complied in all material respects with all other material agreements and covenants required to be performed by it under this Agreement at or prior to the Closing Date and Closing. Parent shall have received a certificate certificate, dated as of the chief executive officer Closing Date, signed on behalf of the Company by the Chief Executive Officer and the chief financial officer Chief Financial Officer of the Company to such the foregoing effect.

Performance of Obligations of the Company. The Company shall ----------------------------------------- have performed or complied in all material respects with all covenants, agreements and covenants obligations required to be performed or complied with by it under this Agreement at or prior to the Closing Date that are qualified as to Material Adverse Effect Date, and shall have performed or complied in all material respects with all other material agreements and covenants required to be performed by it under this Agreement at or prior to the Closing Date and Parent Purchaser shall have received a certificate signed on behalf of the chief Company by a senior executive officer and the chief financial officer of the Company to such effect.

Performance of Obligations of the Company. The Company shall have performed or complied with all agreements and covenants required to be performed by it under this Agreement at or prior to the Closing Date that are qualified as to a Company Material Adverse Effect and shall have performed or complied in all material respects with all other material agreements and covenants required to be performed by it under this Agreement at or prior to the Closing Date that are not so qualified, and Parent shall have received a certificate of the chief executive officer and the chief financial officer of the Company to such effect.

Performance of Obligations of the Company. The Company shall have performed or complied with all agreements and covenants required to be performed or complied with by it under this Agreement at or prior to the Closing Date that are qualified as to Material Adverse Effect materiality and shall have performed or complied in all material respects with all other material agreements and covenants required to be performed or complied with by it under this Agreement at or prior to the Closing Date that are not so qualified as to materiality, and Parent shall have received a certificate of the chief executive officer and the chief financial officer of the Company to such effect.

Performance of Obligations of the Company. The Company shall have performed or complied with all agreements and covenants required to be performed by it under this Agreement at or prior to the Closing Date that are qualified as to Material Adverse Effect and shall have performed or complied in all material respects with all other material obligations, agreements and covenants required contained in this Agreement or in the Schedules thereto, or in any other agreement, certificate or other document delivered in connection with this Agreement to be performed or complied with by it under this Agreement at or the Company prior to the Closing Date Closing; and Parent MergerCo shall have received a certificate signed by the Chief Executive Officer of the chief executive officer and the chief financial officer Company, dated as of the Company Closing Date, to such effect.

Performance of Obligations of the Company. The Company shall have performed or complied with performed, in all agreements material respects, all material covenants and covenants obligations contained in this Agreement required to be performed by it under this Agreement at or prior to the Closing Date that are qualified as to Material Adverse Effect Date, and shall have performed or complied in all material respects with all other material agreements and covenants required to be performed by it under this Agreement at or prior to the Closing Date and Parent Acquiror shall have received a certificate signed on behalf of the Company by the chief executive officer and the chief financial officer of the Company dated the Closing Date, certifying to such effect.

Performance of Obligations of the Company. The Company shall have performed or complied with all agreements and covenants required to be performed by it under this Agreement at or prior to the Closing Date that are qualified as to Material Adverse Effect and shall have performed or complied in all material respects with all other material its obligations, agreements and covenants required to be performed or complied with by it under this Agreement at or prior to the Closing Date and Parent the Purchaser shall have received a certificate of the chief executive officer and the chief financial officer signed on behalf of the Company by the Interim Chief Executive Officer and Chief Financial Officer thereof to such effect.

Performance of Obligations of the Company. The Company shall have performed or complied in all respects with all agreements and covenants required to be performed by it under this Agreement at or prior to the Closing Date that are qualified as to materiality or Material Adverse Effect or similar qualifiers set forth herein, and shall have performed or complied in all material respects with all other material agreements and covenants obligations required to be performed by it under this Agreement at or prior to the Closing Date and Parent shall have received a certificate of the chief executive officer and the chief financial officer of the Company to such effectDate.

Performance of Obligations of the Company. The Company shall have performed or complied in all material respects with all agreements and covenants required to be performed by it under this Agreement at or prior to the Closing Date that are qualified as to Material Adverse Effect and shall have performed or complied in all material respects with all other material agreements and covenants required to be performed by it under this Agreement at or prior to the Closing Date and Parent Merger Sub shall have received a certificate signed on behalf of the Company by the chief executive officer and or the chief financial officer of the Company to such effect.

Performance of Obligations of the Company. The Company shall have performed or complied with all agreements and covenants required to be performed by it under this Agreement at or prior to the Closing Date that are qualified as to Material Adverse Effect and shall have performed or complied in all material respects with all other material agreements and covenants required to be performed or complied with by it under this Agreement at or prior to the Closing Date and Parent shall have received a certificate of the chief executive officer and or the chief financial officer of the Company to such effect.

Performance of Obligations of the Company. The Company shall have performed or in all material respects and complied in all material respects with all agreements and covenants (other than those contained in Section 7.13) required to be performed or complied with by it under this Agreement at or prior to the Closing Date that are qualified as to Material Adverse Effect and shall have performed or complied in all material respects with all other material agreements and covenants required to be performed by it under this Agreement at or prior to the Closing Date and Date. Parent shall have received a certificate of the chief an executive officer and the chief financial officer of the Company to such effect.

Performance of Obligations of the Company. The Company shall have performed or complied in all material respects with all agreements and covenants required to be performed by it under this Agreement at or prior to the Closing Date that are qualified as to Material Adverse Effect and shall have performed or complied in all material respects with all other material agreements and covenants required to be performed by it under this Agreement at or prior to the Closing Date and Parent Merger Sub shall have received a certificate of the chief an executive officer and the chief financial officer of the Company to such effecteffect (without any personal liability to such executive officer).

Performance of Obligations of the Company. The Company shall have performed or complied with all agreements and covenants required to be performed by it under this Agreement at or prior to the Closing Date that are qualified as to Material Adverse Effect and shall have performed or complied in all material respects with all other material agreements and covenants (and in all respects as to those agreements and covenants that are qualified by materiality) required to be performed by it under this Agreement at or prior to the Closing Date and Parent shall have received a certificate of the chief an executive officer and the chief financial officer of the Company to such effect.