Common use of Performance of Obligations; Representations and Warranties Clause in Contracts

Performance of Obligations; Representations and Warranties. (i) Each of Parent and Sub shall have performed in all material respects each of its agreements and covenants contained in this Agreement required to be performed on or prior to the Effective Time, (ii) each of the representations and warranties of Parent and Sub contained in this Agreement that is qualified by materiality shall have been true and correct when made, and shall be true and correct on and as of the Effective Time as if made on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct as of such certain date) and (iii) each of the representations and warranties that is not so qualified shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on and as of the Effective Time as if made on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct in all material respects as of such certain date), in each case except as contemplated or permitted by this Agreement, and the Company shall have received certificates signed on behalf of each of Parent and Sub by one of its officers to such effect.

Performance of Obligations; Representations and Warranties. (i) Each of Parent and Sub The Company shall have performed in all material respects each of its covenants and agreements and covenants contained in this Agreement required to be performed on or prior to the Effective Time, (ii) each of the representations and warranties of Parent and Sub the Company contained in this Agreement that is qualified by materiality shall have been true and correct when made, and shall be true and correct on and as of the Effective Time as if made on and as of such date (other than representations and warranties which address matters only as of a certain date other than the date hereof, which shall be true and correct as of such certain date) and (iii) each of the representations and warranties that is not so qualified shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on and as of the Effective Time as if made on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct in all material respects as of such certain date), in each case except as contemplated or permitted by this Agreement, and the Company . Buyer shall have received certificates a certificate signed on behalf of each of Parent and Sub the Company by one of its officers Chief Executive Officer or its Chief Financial Officer to such effect.

Performance of Obligations; Representations and Warranties. (i) Each of Parent Buyer and Sub shall have performed in all material respects each of its agreements and covenants contained in this Agreement required to be performed on or prior to the Effective Time, (ii) each of the representations and warranties of Parent Buyer and Sub contained in this Agreement that is qualified by materiality shall have been true and correct when made, and shall be true and correct on and as of the Effective Time as if made on and as of such date (other than representations and warranties which address matters only as of a certain date other than the date hereof, which shall be true and correct as of such certain date) and (iii) each of the representations and warranties that is not so qualified shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on and as of the Effective Time as if made on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct in all material respects as of such certain date), in each case except as contemplated or permitted by this Agreement, and the . The Company shall have received certificates signed on behalf of each of Parent Buyer and Sub by one of its officers to such effect.

Performance of Obligations; Representations and Warranties. (i) Each of Parent and Merger Sub shall have performed in all material respects each of its their agreements and covenants contained in this Agreement required to be performed on or prior to the Effective Time, (ii) each of the representations and warranties of Parent and Merger Sub contained in this Agreement that is qualified by materiality shall have been true and correct when made, and shall be true and correct on and as of the Effective Time Closing Date as if made on and as of such date (other than representations to the extent that any such representation and warranties warranty, by its terms, is expressly limited to a specific date, in which address matters only as of a certain date which case such representation and warranty shall be true and correct as of such certain date) and (iii) each of the representations and warranties that is not so qualified shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on and as of the Effective Time Closing Date as if made on and as of such date (other than representations to the extent that any such representation and warranties warranty, by its terms, is expressly limited to a specific date, in which address matters only as of a certain date which case such representation and warranty shall be true and correct in all material respects as of such certain date), in each case case, except as contemplated or permitted by this Agreement, and the Company shall have received certificates signed on behalf of each of Parent and Sub by one of its officers to such effect.

Performance of Obligations; Representations and Warranties. (i) Each of Parent and Sub The Company shall have performed in all material respects each of its covenants and agreements and covenants contained in this Agreement required to be performed on or prior to the Effective Time, (ii) each of the representations and warranties of Parent and Sub the Company contained in this Agreement that is qualified by materiality shall have been true and correct when made, and shall be true and correct on and as of the Effective Time as if made on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct as of such certain date) and (iii) each of the representations and warranties that is not so qualified shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on and as of the Effective Time as if made on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct in all material respects as of such certain date), in each case except as contemplated or permitted by this Agreement, and the Company . Parent shall have received certificates a certificate signed on behalf of each of Parent and Sub the Company by one of its officers Chief Executive Officer or its Chief Financial Officer to such effect.

Performance of Obligations; Representations and Warranties. (i) Each of Parent and Sub The Company shall have performed in all material respects each of its agreements and covenants contained in this Agreement required to be performed on or prior to the Effective Time, (ii) each of the representations and warranties of Parent and Sub the Company contained in this Agreement that is qualified by materiality shall have been true and correct when made, and shall be true and correct on and as of the Effective Time Closing Date as if made on and as of such date (other than representations to the extent that any such representation and warranties warranty, by its terms, is expressly limited to a specific date, in which address matters only as of a certain date which case such representation and warranty shall be true and correct as of such certain date) and (iii) each of the representations and warranties that is not so qualified shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on and as of the Effective Time Closing Date as if made on and as of such date (other than representations to the extent that any such representation and warranties warranty is, by its terms, expressly limited to a specific date, in which address matters only as of a certain date which case such representation and warranty shall be true and correct in all material respects as of such certain date), in each case case, except as contemplated or permitted by this Agreement, and the Company shall have received certificates signed on behalf of each of Parent and Sub by one of its officers to such effect.

Performance of Obligations; Representations and Warranties. (i) Each of Parent and Sub The Company shall have performed in all material respects each of its covenants and agreements and covenants contained in this Agreement required to be performed on or prior to the Effective TimeClosing, (ii) each of the representations and warranties of Parent and Sub the Company contained in this Agreement that is qualified by materiality shall have been true and correct when made, and shall be true and correct on at and as of the Effective Time Closing as if made on and as of such date (other than representations and warranties which address matters only as of a certain date other than the date hereof, which shall be true and correct as of such certain date) ), and (iii) each of the representations and warranties that is not so qualified shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on at and as of the Effective Time Closing as if made on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct in all material respects as of such certain date), in each case except as contemplated or permitted by this Agreement, and the Company . Buyer shall have received certificates a certificate signed on behalf of each of Parent and Sub the Company by one of its officers Chief Executive Officer or its Chief Financial Officer to such effect.

Performance of Obligations; Representations and Warranties. (i) Each of Parent Buyer and Sub shall have performed in all material respects each of its agreements and covenants contained in this Agreement required to be performed on or prior to the Effective Time, (ii) each of the representations and warranties of Parent Buyer and Sub contained in this Agreement that is qualified by materiality shall have been true and correct when made, and shall be true and correct on and as of the Effective Time as if made on and as of such date (other than representations and warranties which address matters only as of a certain date other than the date hereof, which shall be true and correct as of such certain date) ), and (iii) each of the representations and warranties that is not so qualified shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on and as of the Effective Time as if made on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct in all material respects as of such certain date), in each case except as contemplated or permitted by this Agreement, and the . The Company shall have received certificates signed on behalf of each of Parent Buyer and Sub by one of its officers to such effect.

Performance of Obligations; Representations and Warranties. (i) Each of Parent and Sub shall have performed in all material respects each of its agreements and covenants contained in this Agreement required to be performed on or prior to the Effective Time, (ii) each of the representations and warranties of Parent and Sub contained in this Agreement that is qualified by materiality shall have been true and correct when made, and shall be true and correct on and as of the Effective Time as if made on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct as of such certain date) and (iii) each of the representations and warranties that is not so qualified shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on and as of the Effective Time as if made on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct in all material respects as of such certain date), in each case except as contemplated or permitted by this Agreement, and the Company shall have received certificates signed on behalf of each of Parent and Sub by one of its officers to such effect.

Performance of Obligations; Representations and Warranties. (i) Each of Parent the Company and Sub the DSS Cleared Company shall have performed in all material respects each of its covenants and agreements and covenants contained in this Agreement required to be performed on at or prior to the Effective TimeClosing Date, (ii) each of the representations and warranties of Parent each of the Company and Sub contained the DSS Cleared Company made in this Agreement that which is qualified by as to materiality shall have been true and correct when made, made and shall be true and correct on and in all respects as of the Effective Time Closing Date as if made on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct as of such certain date) ), and (iii) each of the representations and warranties of each of the Company and the DSS Cleared Company made in this Agreement that is not so qualified shall have been true and correct in all material respects when made, made and shall be true and correct in all material respects on and as of the Effective Time Closing Date as if made on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct in all material respects as of such certain date), in each case except as contemplated or permitted by this Agreement, and the Company shall have received certificates signed on behalf of each of Parent and Sub by one of its officers to such effect.

Performance of Obligations; Representations and Warranties. (i) Each of the Parties hereto other than Parent and Sub or Acquisition Subsidiary shall have performed in all material respects each of its agreements and covenants contained in this Agreement required to be performed on or prior to the Effective Time, (ii) Closing Date; each of the representations and warranties of Parent and Sub each of such other Parties hereto contained in this Agreement that is qualified by materiality shall have been true and correct when mademateriality, and Company Material Adverse Change or Company Material Adverse Effect shall be true and correct on and as of the Effective Time Closing Date as if made on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct as of such certain date) and (iii) each of the representations and warranties that is not so qualified shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on and as of the Effective Time Closing Date as if made on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct in all material respects as of such certain date), in each case case, except as contemplated or permitted by this Agreement, and the Company Parent shall have received certificates signed on behalf of each of Parent and Sub by one of its officers to such effect.certificates, dated the Closing

Performance of Obligations; Representations and Warranties. (i) Each of Parent and Sub Merger Subsidiary shall have performed in all material respects each of its covenants and agreements and covenants contained in this Agreement required to be performed on at or prior to the Effective TimeClosing Date, (ii) each of the representations and warranties of Parent and Sub contained Merger Subsidiary made in this Agreement that which is qualified by as to materiality shall have been true and correct when made, made and shall be true and correct on and in all respects as of the Effective Time Closing Date as if made on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct as of such certain date) ), and (iii) each of the representations and warranties of Parent and Merger Subsidiary made in this Agreement that is not so qualified shall have been true and correct in all material respects when made, made and shall be true and correct in all material respects on and as of the Effective Time Closing Date as if made on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct in all material respects as of such certain date), in each case except as contemplated or permitted by this Agreement, and the Company shall have received certificates signed on behalf of each of Parent and Sub by one of its officers to such effect.

Performance of Obligations; Representations and Warranties. (i) Each of Parent and Sub The Company shall have performed in all material respects each of its covenants and agreements and covenants contained in this Agreement required to be performed on or prior to the Effective Time, (ii) each of the representations and warranties of Parent and Sub the Company contained in this Agreement that is qualified by materiality shall have been true and correct when made, and shall be true and correct on and as of the Effective Time as if made on and as of such date (other than representations and warranties which address matters only as of a certain date other than the date hereof, which shall be true and correct as of such certain date) ), and (iii) each of the representations and warranties that is not so qualified shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on and as of the Effective Time as if made on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct in all material respects as of such certain date), in each case except as contemplated or permitted by this Agreement, and the Company . Buyer shall have received certificates a certificate signed on behalf of each of Parent and Sub the Company by one of its officers Chief Executive Officer or its Chief Financial Officer to such effect.

Performance of Obligations; Representations and Warranties. (i) Each of Parent and Sub Buyer shall have performed in all material respects each of its agreements and covenants contained in this Agreement required to be performed on or prior to the Effective TimeClosing, (ii) each of the representations and warranties of Parent and Sub Buyer contained in this Agreement that is qualified by materiality shall have been true and correct when made, and shall be true and correct on at and as of the Effective Time Closing as if made on and as of such date (other than representations and warranties which address matters only as of a certain date other than the date hereof, which shall be true and correct as of such certain date) ), and (iii) each of the representations and warranties that is not so qualified shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on at and as of the Effective Time Closing as if made on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct in all material respects as of such certain date), in each case except as contemplated or permitted by this Agreement, and the . The Company shall have received certificates signed on behalf of each of Parent Buyer and Sub by one of its officers to such effect.

Performance of Obligations; Representations and Warranties. (i) Each of ---------------------------------------------------------- Parent and Sub shall have performed in all material respects each of its agreements and covenants contained in this Agreement required to be performed on or prior to the Effective Time, (ii) each of the representations and warranties of Parent and Sub contained in this Agreement that is qualified by materiality shall have been true and correct when made, and shall be true and correct on and as of the Effective Time as if made on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct as of such certain date) and (iii) each of the representations and warranties that is not so qualified shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on and as of the Effective Time as if made on and as of such date (other than representations and warranties which address matters only as of a certain date which shall be true and correct in all material respects as of such certain date), in each case except as contemplated or permitted by this Agreement, and the Company shall have received certificates signed on behalf of each of Parent and Sub by one of its officers to such effect.