Common use of Representations and Warranties; Performance Clause in Contracts

Representations and Warranties; Performance. The Seller shall have performed and complied in all respects with the covenants and agreements contained in this Agreement required to be performed and complied with by them at or prior to the Closing Date, the representations and warranties of the Seller set forth in this Agreement shall be true and correct in all respects as of the date hereof and as of the Closing Date as though made at and as of the Closing Date (except as otherwise expressly contemplated by this Agreement), and the execution and delivery of this Agreement by the Seller and the consummation of the transactions contemplated hereby shall have been duly and validly authorized by the Seller’s Board of Directors, and the Buyer shall have received a certificate to that effect signed by the secretary of the Buyer.

Representations and Warranties; Performance. The Seller Buyer shall have performed and complied in all respects with the covenants and agreements contained in this Agreement required to be performed and complied with by them it at or prior to the Closing Date, the representations and warranties of the Seller Buyer set forth in this Agreement shall be true and correct in all respects as of the date hereof and as of the Closing Date as though made at and as of the Closing Date (except as otherwise expressly contemplated by this Agreement), and the execution and delivery of this Agreement by the Seller Buyer and the consummation of the transactions contemplated hereby shall have been duly and validly authorized by the SellerBuyer’s Board of Directors, and the Buyer Seller shall have received a certificate to that effect signed by the secretary of the Buyer.

Representations and Warranties; Performance. The Seller shall have performed and complied in all respects with the covenants and agreements contained in this Agreement required to be performed and complied with by them at or prior to the Closing Date, the representations and warranties of the Seller set forth in this Agreement shall be true and correct in all respects as of the date hereof and as of the Closing Date as though made at and as of the Closing Date (except as otherwise expressly contemplated by this Agreement), and the execution and delivery of this Agreement by the Seller and the consummation of the transactions contemplated hereby shall have been duly and validly authorized by the Seller’s Board of Directors, and the Buyer Purchaser shall have received a certificate to that effect signed by the secretary of the BuyerSeller.

Representations and Warranties; Performance. The Seller Purchaser shall have performed and complied in all respects with the covenants and agreements contained in this Agreement required to be performed and complied with by them it at or prior to the Closing Date, the representations and warranties of the Seller Purchaser set forth in this Agreement shall be true and correct in all respects as of the date hereof and as of the Closing Date as though made at and as of the Closing Date (except as otherwise expressly contemplated by this Agreement), and the execution and delivery of this Agreement by the Seller Purchaser and the consummation of the transactions contemplated hereby shall have been duly and validly authorized by the SellerPurchaser’s Board of Directors, and the Buyer Seller shall have received a certificate to that effect signed by the secretary of the BuyerPurchaser.

Representations and Warranties; Performance. The Seller Buyer shall have performed and complied in all material respects with the covenants and agreements contained in this Agreement required to be performed and complied with by them it at or prior to the Closing DateDate and shall have delivered all documents required to be delivered at Closing as contemplated hereby, the representations and warranties of the Seller Buyer set forth in this Agreement shall be true and correct in all respects as of the date hereof and as of the Closing Date as though made at and as of the Closing Date (except as otherwise expressly contemplated by this Agreement), and the execution and delivery of this Agreement by the Seller Buyer and the consummation of the transactions contemplated hereby shall have been duly and validly authorized by the SellerBuyer’s Board of Directors, and the Buyer Seller shall have received a certificate to that effect signed by the secretary a senior officer of the Buyer.

Representations and Warranties; Performance. The Seller shall have performed and complied in all respects with the covenants and agreements contained in this Agreement required to be performed and complied with by them it at or prior to the Closing DateDate and shall have delivered all documents required to be delivered at Closing as contemplated hereby, the representations and warranties of the Seller set forth in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date as though made at and as of the Closing Date (except as otherwise expressly contemplated by this Agreement), and the execution and delivery of this Agreement by the Seller and the consummation of the transactions contemplated hereby shall have been duly and validly authorized by the Seller’s Board of Directors, and the Buyer shall have received a certificate to that effect signed by the secretary a senior officer of the Buyer.

Representations and Warranties; Performance. The Seller shall have ------------------------------------------- performed and complied in all material respects with the covenants and agreements contained in this Agreement required to be performed and complied with by them it at or prior to the Closing Date, the representations and warranties of the Seller set forth in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date as though made at and as of the Closing Date (except as otherwise expressly contemplated by this Agreement), and the execution and delivery of this Agreement by the Seller and the consummation of the transactions contemplated hereby shall have been duly and validly authorized by the Seller’s Board of Directorsauthorized, and the Buyer shall have received a certificate to that effect signed by the secretary of the BuyerSeller.

Representations and Warranties; Performance. The Seller Buyer shall have ------------------------------------------- performed and complied in all material respects with the covenants and agreements contained in this Agreement required to be performed and complied with by them it at or prior to the Closing Date, the representations and warranties of the Seller Buyer set forth in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date as though made at and as of the Closing Date (except as otherwise expressly contemplated by this Agreement), and the execution and delivery of this Agreement by the Seller Buyer and the consummation of the transactions contemplated hereby shall have been duly and validly authorized by the Seller’s Buyer's Board of DirectorsDirectors , and the Buyer Seller shall have received a certificate to that effect signed by the secretary of the Buyer.

Representations and Warranties; Performance. The Seller and Members shall have ------------------------------------------- performed and complied in all respects with the covenants and agreements contained in this Agreement required to be performed and complied with by them at or prior to the Closing Date, the representations and warranties of the Seller and Members set forth in this Agreement shall be true and correct in all respects as of the date hereof and as of the Closing Date as though made at and as of the Closing Date (except as otherwise expressly contemplated by this Agreement), and the execution and delivery of this Agreement by the Seller and the consummation of the transactions contemplated hereby shall have been duly and validly authorized by the Seller’s Board of Directorsauthorized, and the Buyer shall have received a certificate to that effect signed by the secretary of the Buyereither Member.

Representations and Warranties; Performance. The Seller Purchaser shall have performed and complied in all respects with the covenants and agreements contained in this Agreement required to be performed and complied with by them it at or prior to the Closing Date, the representations and warranties of the Seller Purchaser set forth in this Agreement shall be true and correct in all respects as of the date hereof and as of the Closing Date as though made at and as of the Closing Date (except as otherwise expressly contemplated by this Agreement), and the execution and delivery of this Agreement by the Seller Purchaser, and the consummation of the transactions contemplated hereby shall have been duly and validly authorized by the SellerPurchaser’s Board of Directors, and the Buyer Seller shall have received a certificate to that effect signed by the secretary President and Chief Executive Officer of the BuyerPurchaser.