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 contained in this Agreement required to be performed on or prior to the Closing Date; (ii) each of the representations and warranties of Parent and Sub contained in Section 2.2 (Capital Structure), Section 2.3 (Authority), Section 2.6 (Registration Statement and Joint Proxy Statement), Section 2.17 (Required Vote of Parent Stockholders) and Section 2.20 (Operations of Sub) shall be true and correct in all material respects as of the date of this Agreement and on and as of the Closing Date as if made on and as of such date (other than, in each case, 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); and (iii) each of the representations and warranties of Parent and Sub contained in this Agreement (other than those contained in the preceding clause), when read without any exception or qualification as to materiality or Material Adverse Effect, shall be true and correct as of the date of this Agreement and on and as of the Closing Date as if made on and as of such date (other than, in each case, representations and warranties which address matters only as of a certain date which shall be true and correct as of such certain date), except where the failure to be so true and correct would not, individually or in the aggregate with respect to all such failures, have a Material Adverse Effect on Parent or reasonably be likely to materially adversely affect the ability of Parent to effect the Merger in accordance with this Agreement, in the case of each of clauses (ii) and (iii) of this Section 6.2(a) except as contemplated or permitted by this Agreement, and the Company shall have received a certificate signed on behalf of Parent by its Chief Executive Officer and its Chief Financial Officer 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 agreements contained in this Agreement required to be performed on or prior to the Closing Date; (ii) the representations and warranties of Parent and Merger Sub contained in Section 2.8(a)(v) shall be true and correct in all respects as of the date of this Agreement and on and as of the Closing Date as if made on and as of such date; (iii) each of the representations and warranties of Parent and Merger Sub contained in Section 2.2 2.2(a) (Capital Structure), Section 2.3 (Authority), Section 2.6 (Registration Statement and Joint Proxy Statement), Section 2.17 (Required Vote of Parent Stockholders) and Section 2.20 2.18 (Operations of SubState Takeover Statutes) shall be true and correct in all material respects as of the date of this Agreement and on and as of the Closing Date as if made on and as of such date (other than, in each case, 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); and (iiiiv) each of the representations and warranties of Parent and Merger Sub contained in this Agreement (other than those contained in the preceding clauseclauses (ii) and (iii)), when read without any exception or qualification as to materiality or Parent Material Adverse Effect, shall be true and correct as of the date of this Agreement and on and as of the Closing Date as if made on and as of such date (other than, in each case, representations and warranties which address matters only as of a certain date which shall be true and correct as of such certain date), except where the failure to be so true and correct would not, individually or in the aggregate with respect to all such failures, have a Parent Material Adverse Effect on Parent or reasonably be likely to materially adversely affect the ability of Parent and Merger Sub to effect the Merger in accordance with this Agreement, in the case of each of clauses (ii) and (iii) of this Section 6.2(a) except as contemplated or permitted by this Agreement, and the Company shall have received a certificate signed on behalf of Parent by its Chief Executive Officer and 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 contained in this Agreement required to be performed on or prior to the Closing Date; (ii) the representations and warranties of the Company contained in Section 3.8(a)(v) shall be true and correct in all respects as of the date of this Agreement and on and as of the Closing Date as if made on and as of such date; (iii) each of the representations and warranties of Parent and Sub the Company contained in Section 2.2 3.2(a) (Capital Structure), Section 2.3 3.3 (Authority), Section 2.6 3.6 (Registration Statement and Joint Proxy Statement), Section 2.17 (Required Vote of Parent Stockholders) and Section 2.20 3.18 (Operations of SubState Takeover Statutes) shall be true and correct in all material respects as of the date of this Agreement and on and as of the Closing Date as if made on and as of such date (other than, in each case, 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); and (iiiiv) each of the representations and warranties of Parent and Sub the Company contained in this Agreement (other than those contained in the preceding clauseclauses (ii) and (iii)), when read without any exception or qualification as to materiality or Company Material Adverse Effect, shall be true and correct as of the date of this Agreement and on and as of the Closing Date as if made on and as of such date (other than, in each case, representations and warranties which address matters only as of a certain date which shall be true and correct as of such certain date), except where the failure to be so true and correct would not, individually or in the aggregate with respect to all such failures, have a Company Material Adverse Effect on Parent or reasonably be likely to materially adversely affect the ability of Parent the Company to effect the Merger in accordance with this Agreement, in the case of each of clauses (ii) and (iii) of this Section 6.2(a) except as contemplated or permitted by this Agreement, and the Company shall have received a certificate signed on behalf of Parent by its Chief Executive Officer and 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 contained in this Agreement required to be performed on or prior to the Closing Date; (ii) each of the representations and warranties of Parent and Sub the Company contained in Section 2.2 3.2 (Capital Structure), Section 2.3 3.3 (Authority), Section 2.6 3.6 (Registration Statement and Joint Proxy Statement), Section 2.17 3.11(a)(ii) (Certain Agreements) (only insofar as such representation and warranty relates to contractual provisions that would be binding on Parent and its Subsidiaries (other than the Company and its Subsidiaries) after the Merger and the Subsequent Merger), Section 3.17 (State Takeover Statutes; Certain Charter Provisions), Section 3.18 (Required Vote of Parent Company Stockholders) and Section 2.20 3.21 (Operations of SubRights Agreement) shall be true and correct in all material respects as of the date of this Agreement and on and as of the Closing Date as if made on and as of such date (other than, in each case, 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); and (iii) each of the representations and warranties of Parent and Sub the Company contained in this Agreement (other than those contained in the preceding clause), when read without any exception or qualification as to materiality or Material Adverse Effect, shall be true and correct as of the date of this Agreement and on and as of the Closing Date as if made on and as of such date (other than, in each case, representations and warranties which address matters only as of a certain date which shall be true and correct as of such certain date), except where the failure to be so true and correct would not, individually or in the aggregate with respect to all such failures, have a Material Adverse Effect on Parent the Company or reasonably be likely to materially adversely affect the ability of Parent the Company to effect the Merger in accordance with this Agreement, in the case of each of clauses (ii) and (iii) of this Section 6.2(a6.3(a) except as contemplated or permitted by this Agreement, and the Company Parent shall have received a certificate signed on behalf of Parent the Company by its Chief Executive Officer and its Chief Financial Officer to such effect.

Performance of Obligations; Representations and Warranties. (i) Each Subject to the terms and conditions set forth in this Section 19.1(a), each of Parent the Target Shareholders, the Target Companies, Xxxxx and Sub the Company shall have performed and complied in all material respects each of its with all covenants and agreements contained in this Agreement that are required to be performed on or complied with by them prior to or at the Closing Date; (ii) Closing, and, except as otherwise provided below, each of the Target Shareholder's, each Principal's, the Company's and Xxxxx'x representations and warranties of Parent and Sub contained in Article XI, XII and XIIA of this Agreement, as modified in accordance with Section 2.2 (Capital Structure)15.10, Section 2.3 (Authority), Section 2.6 (Registration Statement and Joint Proxy Statement), Section 2.17 (Required Vote of Parent Stockholders) and Section 2.20 (Operations of Sub) shall be true and correct in all material respects (if not qualified by materiality) and in all respects (if qualified by materiality) as of the date of this Agreement and Closing Date as though made on and as of the Closing Date as if made on and as or (i) in the case of such date (other than, in each case, representations and warranties which address matters only made as of a certain specified date which earlier than the Closing Date, shall be have been true and correct in all material respects (if not qualified by materiality) and in all respects (if qualified by materiality) on and as of such certain date); date and (iiiii) each solely for the purpose of this condition, in the case of the representations and warranties made in Sections 12.6(i) and 13.5(i), shall have been true and correct in all respects on and as of the date of this Agreement, and each of the Target Shareholders, the Target Companies, Xxxxx and the Company shall have delivered to Parent and Sub contained a certificate, dated as of the Closing Date to such effect, substantially in the applicable form attached hereto as Exhibit E. Anything in this Agreement to the contrary notwithstanding, for purposes of this Section 19.1(a), if, and only if, (other than those i) (A) the Post-Signing Disclosure includes matters that, individually or in the aggregate, have or are reasonably likely to have a Material Adverse Effect on any Target Company or the Company or (B) the Post-Signing Disclosure includes matters that cause any representation or warranty contained in the preceding clause)Article XII, when read without any exception Article XIIA or qualification as Article XIII of this Agreement to materiality or Material Adverse Effect, shall fail to be true and correct as of the date of this Agreement Agreement, and on and as of (ii) Losses (the Closing Date as if made on and as of such date (other than, in each case, representations and warranties which address matters only as of a certain date which shall be true and correct as of such certain date"Post-Signing Losses") subject to indemnification pursuant to Section 20.2(a), except where the failure to be so true and correct would not, individually 20.2(b) or 20.2(c) of this Agreement resulting from such matters disclosed in the aggregate Post-Signing Disclosures with respect to all such failures, have a Material Adverse Effect on Parent or reasonably be likely to materially adversely affect the ability of Parent to effect the Merger in accordance with this Agreement, in the case of each of clauses (iiA) and (iiiB) of this Section 6.2(a) except sentence are reasonably expected to be incurred in excess of $7,350,000, then this condition will be deemed not to be satisfied as the result of the matters disclosed in such Post-Signing Disclosures; provided, however, that if, upon written notification of Parent's intent not to close the transactions contemplated or permitted by this Agreement as a result of the failure of this condition to be satisfied, the Target Shareholders and Xxxxx agree, in their sole discretion, to increase the number of Escrow Shares delivered to the Escrow Agent pursuant to Section 11.6 of this Agreement by the amount of Post-Signing Losses in excess of $7,350,000, then the parties agree that this condition will be deemed satisfied notwithstanding the matters disclosed with respect to clauses (A) and (B) of this sentence. If the parties to this Agreement are unable to agree the amount of the Post-Signing Losses, such amount shall be determined pursuant to Section 24.14 of this Agreement, and the Company shall have received a certificate signed on behalf of Parent by its Chief Executive Officer and 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 contained in this Agreement required to be performed on or prior to the Closing Date; (ii) each of the representations and warranties of Parent and Sub the Company contained in Section 2.2 3.2 (Capital Structure), Section 2.3 3.3 (Authority), Section 2.6 3.6 (Registration Statement and Joint Proxy Statement), Section 2.17 3.11(a)(ii) (Certain Agreements) (only insofar as such representation and warranty relates to contractual provisions that would be binding on Parent and its Subsidiaries (other than the Company and its Subsidiaries) after the Merger and the Subsequent Merger), Section 3.17 (State Takeover Statutes; Certain Charter Provisions), Section 3.18 (Required Vote of Parent Company Stockholders) and Section 2.20 3.21 (Operations of SubRights Agreement) shall be true and correct in all material respects as of the date of this Agreement Amendment Date and on and as of the Closing Date as if made on and as of such date (other than, in each case, representations and warranties which address matters only as of a certain date date, without regard for purposes of this parenthetical to the introductory paragraph to Article III, which shall be true and correct in all material respects as of such certain date); and (iii) each of the representations and warranties of Parent and Sub the Company contained in this Agreement (other than those contained listed in the preceding clauseclause (ii) immediately above), when read without any exception or qualification as to materiality or Material Adverse Effect, shall be true and correct as of the date of this Agreement Amendment Date and on and as of the Closing Date as if made on and as of such date (other than, in each case, representations and warranties which address matters only as of a certain date date, without regard for purposes of this parenthetical to the introductory paragraph to Article III, which shall be true and correct as of such certain date), except where the failure to be so true and correct would not, individually or in the aggregate with respect to all such failures, have a Material Adverse Effect on Parent the Company or reasonably be likely to materially adversely affect the ability of Parent the Company to effect the Merger in accordance with this Agreement, in the case of each of clauses (ii) and (iii) of this Section 6.2(a6.3(a) except as contemplated or permitted by this Agreement, and the Company Parent shall have received a certificate signed on behalf of Parent the Company by its Chief Executive Officer and its Chief Financial Officer 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 contained in this Agreement required to be performed on or prior to the Closing Date; (ii) each of the representations and warranties of Parent and Sub contained in Section 2.2 (Capital Structure), Section 2.3 (Authority), Section 2.6 (Registration Statement and Joint Proxy Statement), Section 2.17 2.16 (Required Vote of Parent Stockholders) and Section 2.20 2.19 (Operations of Sub) shall be true and correct in all material respects as of the date of this Agreement Amendment Date and on and as of the Closing Date as if made on and as of such date (other than, in each case, representations and warranties which address matters only as of a certain date date, without regard for purposes of this parenthetical to the introductory paragraph to Article II, which shall be true and correct in all material respects as of such certain date); and (iii) each of the representations and warranties of Parent and Sub contained in this Agreement (other than those contained listed in the preceding clauseclause (ii) immediately above), when read without any exception or qualification as to materiality or Material Adverse Effect, shall be true and correct as of the date of this Agreement Amendment Date and on and as of the Closing Date as if made on and as of such date (other than, in each case, representations and warranties which address matters only as of a certain date date, without regard for purposes of this parenthetical to the introductory paragraph to Article II, which shall be true and correct as of such certain date), except where the failure to be so true and correct would not, individually or in the aggregate with respect to all such failures, have a Material Adverse Effect on Parent or reasonably be likely to materially adversely affect the ability of Parent to effect the Merger in accordance with this Agreement, in the case of each of clauses (ii) and (iii) of this Section 6.2(a) except as contemplated or permitted by this Agreement, and the Company shall have received a certificate signed on behalf of Parent by its Chief Executive Officer and its Chief Financial Officer to such effect.