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 the agreements and obligations necessary to be performed or complied with by the Company under this Agreement prior to the Closing Date in all material respects; and Buyer shall have received a certificate signed on behalf of the Company by an authorized representative of the Company to such effect.

Performance of Obligations of the Company. The Company shall have performed or complied with the agreements and in all material respects all obligations necessary required to be performed or complied with by the Company it under this Agreement at or prior to the Closing Date Effective Time in all material respects; order to consummate the Merger, and Buyer Purchaser shall have received a certificate certificate, dated the Effective Date, signed on behalf of the Company by an a duly authorized representative 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 the agreements and all obligations necessary required under this Agreement to be performed or complied with by the Company under this Agreement it at or prior to the Closing Date in all material respects; and Closing. The Buyer shall have received a certificate signed on behalf by the Chief Financial Officer of the Company by an authorized representative of the Company Company, acting in such capacity, to such effect, dated as of the Closing Date.

Performance of Obligations of the Company. The Company shall have performed or complied with the agreements and in all material respects all obligations necessary required to be performed or complied with by the Company it under this Agreement on or prior to the Closing Date in all material respectsDate; and the Buyer shall have received a certificate certificate, in a form reasonably satisfactory to the Buyer, signed on behalf of the Company by an authorized representative 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 obligations and covenants (considered individually and collectively) required by this Agreement and the agreements and obligations necessary Ancillary Agreements to be performed or complied with by the Company under this Agreement prior to Company, as applicable, on or before the First Closing Date in all material respects; Date, and Buyer the Purchaser shall have received a certificate signed on behalf of the Company by an authorized representative officer of the Company to such effect.

Performance of Obligations of the Company. The Company shall have performed or complied with the agreements and in all material respects each of its obligations necessary required to be performed or complied with by the Company it under this Agreement on or prior to the Closing Date in all material respects; Date, and the Buyer shall have received a certificate signed on behalf of the Company by an authorized representative the chief executive officer or 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 the all covenants, agreements and obligations necessary required to be performed or complied with by the Company it under this Agreement at or prior to the Closing Date in all material respects; Date, and Buyer Purchaser shall have received a certificate signed on behalf of the Company by an authorized representative a senior executive officer of the Company to such effect.

Performance of Obligations of the Company. The Company shall have performed or complied with the agreements and in all material respects all obligations necessary required to be performed or complied with by the Company it under this Agreement at or prior to the Closing Date in all material respects; Date, and Buyer the Purchasing Parties shall have received a certificate signed on behalf of the Company by an authorized representative officer of the Company to such effect.

Performance of Obligations of the Company. The Company shall have performed or complied with the agreements and in all material respects all obligations necessary required to be performed or complied with by the Company it under this Agreement on or prior to the Closing Date in all material respectsDate; and Buyer shall have received a certificate signed on behalf of the Company by an authorized representative officer of the Company to such effect.

Performance of Obligations of the Company. The Company shall have performed or complied with the agreements and in all material respects all obligations necessary required to be performed or complied with by the Company it under this Agreement on or prior to the Closing Date in all material respectsDate; and Buyer shall have received a certificate signed on behalf of the Company by an authorized representative the Chief Executive 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 obligations and covenants (considered individually and collectively) required by this Agreement and the agreements and obligations necessary Ancillary Agreements to be performed or complied with by the Company under this Agreement prior to Company, and the Closing Date in all material respects; and Buyer Purchaser shall have received a certificate signed on behalf of the Company by an authorized representative officer of the Company to such effect.

Performance of Obligations of the Company. The Company shall have performed or complied with the in all material respects all covenants, agreements and obligations necessary required to be performed or complied with by the Company it under this Agreement on or prior to the Closing Date in all material respectsDate; and the Buyer shall have received a certificate signed on behalf of the Company by an authorized representative the chief executive officer 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 the agreements and in all material respects all obligations necessary required to be performed or complied with by the Company it under this Agreement on or prior to the Closing Date in all material respectsDate; and the Buyer shall have received a certificate signed on behalf of the Company by an authorized representative 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 the agreements and its obligations necessary required to be performed or complied with by the Company it under this Agreement on or prior to the Closing Date in all material respects; Date, and Buyer Parent shall have received a certificate signed on behalf of the Company by an authorized representative officer of the Company to such effect.

Performance of Obligations of the Company. The Company and, as applicable, the Shareholders shall have performed or complied in all material respects with the all obligations, covenants and agreements and obligations necessary required to be performed by it or complied with by the Company them under this Agreement at or prior to the Closing Date in all material respects; Date, and Buyer Purchaser shall have received a certificate signed on behalf of the Company by an authorized representative executive officer of the Company to such effect.

Performance of Obligations of the Company. The Company shall ----------------------------------------- have performed or complied with the agreements and all obligations necessary required to be performed or complied with by the Company it under this Agreement prior to the Closing Date in all material respects; Date, and Buyer shall have received a certificate signed on behalf of the Company by an authorized representative executive officer of the Company to such effect.

Performance of Obligations of the Company. The Each and all of the covenants and agreements of the Company shall have performed or complied with and the agreements and obligations necessary Company Subsidiaries to be performed or complied with by pursuant to the Company under this Agreement Transaction Documents on or prior to the Closing Date in all material respects; and Buyer shall have received been fully performed and complied with, and the Company shall have delivered to the Buyers a certificate signed on behalf by an officer of the Company by an authorized representative confirming the foregoing as of the Company to such effectClosing Date.

Performance of Obligations of the Company. The Company shall have performed or complied with the agreements and in all material respects all obligations necessary required to be performed or complied with by the Company it under this Agreement at or prior to the Closing Date in all material respects; Date, and Buyer shall have received a certificate certificate, dated the Closing Date, signed on behalf of the Company by an authorized representative the Chief Executive Officer of the Company to such effect.

Performance of Obligations of the Company. The Company shall have performed or complied with the agreements and in all material respects all obligations necessary required to be performed or complied with by the Company them under this Agreement on or prior to the Closing Date in all material respectsDate; and Buyer the Purchaser shall have received a certificate signed on behalf of the Company by an authorized representative the manager of the Company to such effect.

Performance of Obligations of the Company. The Company shall have performed or complied with the agreements and in all material respects all obligations necessary required to be performed or complied with by the Company it under this Agreement at or prior to the Closing Date in all material respects; and Buyer Date. Justice shall have received a certificate signed on behalf of the Company by an authorized representative officer of the Company including a statement to such the foregoing effect.

Performance of Obligations of the Company. The Company shall have performed or complied in all material respects with the agreements all obligations and obligations necessary covenants required by this Agreement to be performed or complied with by the Company under this Agreement prior to or on the Closing Date in all material respects; day of the Closing, and Buyer Investor shall have received a certificate signed on behalf of the Company by an authorized representative each of the Responsible Officer and the principal financial officer of the Company to such effecteffect (such certificate, together with the certificate to be delivered in accordance with Section 5.02(a), the “Reorganized Company’s Closing Certificate”).

Performance of Obligations of the Company. The Company shall have performed or complied with the agreements and in all material respects all obligations necessary required to be performed or complied with by the Company it under this Agreement at or prior to the Closing Date in all material respects; Date, and Buyer Purchaser shall have received a certificate signed on behalf of the Company by an authorized representative executive officer of the Company to such effect.

Performance of Obligations of the Company. The Company shall have ----------------------------------------- performed or complied with the agreements and in all material respects all obligations necessary required to be performed or complied with by the Company it under this Agreement on or prior to the Closing Date in all material respectsDate; and the Buyer shall have received a certificate signed on behalf of the Company by an authorized representative the chief executive officer 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 the agreements and in all material respects all obligations necessary required to be performed or complied with by the Company it under this Agreement on or prior to the Closing Date in all material respectsDate; and Buyer the Purchaser shall have received a certificate signed on behalf of the Company by an authorized representative the manager of the Company to such effect.

Performance of Obligations of the Company. The Company shall have ----------------------------------------- performed or complied with the agreements and in all material respects all obligations necessary required to be performed or complied with by the Company it under this Agreement on or prior to the Closing Date in all material respectsDate; and the Buyer shall have received a certificate signed on behalf of the Company by an authorized representative 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 the agreements performed, and be in compliance with, in all material respects, all agreements, covenants and obligations necessary required to be performed or complied with by the Company it under this Agreement and the Company Ancillary Agreements at or prior to the Closing Date in all material respectsDate; and Buyer shall have received a certificate signed on behalf of the Company by the President or an authorized representative officer of the Company to such effect.

Performance of Obligations of the Company. The Company and its Subsidiaries shall have performed or complied with the agreements and in all material respects all obligations necessary required to be performed or complied with by the Company or its Subsidiaries under this Agreement on or prior to the Closing Date in all material respects; and the Buyer shall have received a certificate signed on behalf of the Company by an authorized representative officer of the Company to such effect.

Performance of Obligations of the Company. The Company shall have performed or and complied with the agreements and in all material respects all obligations necessary required to be performed or complied with by the Company it under this Agreement at or prior to the Closing Date in all material respects; Date, and Buyer Purchaser shall have received a certificate signed on behalf of the Company by an a duly authorized representative officer of the Company to such effect.

Performance of Obligations of the Company. The Each and all of the covenants and agreements of the Company shall have performed or complied with and the agreements and obligations necessary Additional Sellers to be performed or complied with by pursuant to the Company under this Agreement Transaction Documents on or prior to the Closing Date shall have been fully performed and complied with in all material respects; , and Buyer the Company shall have received delivered to the Buyer a certificate signed on behalf by an officer of the Company by an authorized representative confirming the foregoing as of the Company to such effectClosing Date.

Performance of Obligations of the Company. The Company shall have performed or complied in all material respects with the its obligations, agreements and obligations necessary covenants required to be performed or complied with by the Company it under this Agreement at or prior to the Closing Date in all material respects; and Buyer the Purchaser shall have received a certificate signed on behalf of the Company by an authorized representative of the Company 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 with the agreements and in all material respects all obligations necessary required to be performed or complied with by the Company it under this Agreement on or prior to the Closing Date in all material respectsDate; and the Buyer shall have received a certificate signed on behalf of the Company by an authorized representative 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 the all agreements and obligations necessary covenants required to be performed or complied with by the Company it under this Agreement at or prior to the Closing Date in all material respects; and Buyer Merger Sub shall have received a certificate signed on behalf of the Company by an authorized representative the chief executive officer 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 in all material respects the obligations, covenants and agreements and obligations necessary required to be performed or complied with by the Company it under this Agreement at or prior to the Closing Date in all material respects; Date, and Buyer Purchaser shall have received a certificate dated as of the Closing Date and signed on behalf of the Company by an authorized representative the Chief Executive Officer 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 the agreements and in all material respects all obligations necessary required to be performed or complied with by the Company it under this Agreement at or prior to the Closing Date in all material respects; Closing, and Buyer the Investor shall have received a certificate signed on behalf of the Company by an authorized representative of the Company to such effect.

Performance of Obligations of the Company. The Company shall ----------------------------------------- have performed or complied with the agreements and in all material respects all obligations necessary required to be performed or complied with by the Company it under this - 45 - Agreement at or prior to the Closing Date in all material respects; Date, and Buyer shall have received a certificate signed on behalf of the Company by an authorized representative 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 have, in all material respects, performed or complied with the agreements and all material obligations necessary required to be performed or complied with by the Company it under this Agreement prior to by the Closing Date in all material respects; time of the Closing, and Buyer the Sponsor Entities shall have received a certificate signed on behalf of the Company by an authorized representative the chief financial officer of the Company to such effect.

Performance of Obligations of the Company. The Company shall have performed or and complied in all material respects with the agreements and obligations necessary all covenants required to be performed or complied with by the Company it under this Agreement on or prior to the Closing Date in all material respects; Date, and Buyer shall have received at the Closing a certificate signed on behalf of the Company by an authorized representative officer of the Company to such effectthe effect that the conditions set forth in this Section 6.2(c) have been satisfied.

Performance of Obligations of the Company. The Company shall have performed or and complied in all material respects with the agreements all of its covenants and other obligations necessary under this Agreement required to be performed or complied with by the Company under this Agreement at or prior to the Closing Date in all material respects; Date, and Buyer shall have received a certificate certificate, dated the Closing Date, signed on behalf of the Company by an a duly authorized representative officer of the Company to such that effect.

Performance of Obligations of the Company. The Company shall have performed or complied with the agreements and in all material respects all obligations necessary required to be performed or complied with by the Company it under this Agreement at or prior to the Closing Date in all material respects; Date, and Buyer shall have received a certificate signed on behalf of the Company and the Seller signed by an authorized representative executive officer of the Company and the Seller, respectively, to such effect.

Performance of Obligations of the Company. The Company shall have performed or complied in all material respects with the agreements all obligations and obligations necessary covenants required by this Agreement to be performed or complied with by the Company under this Agreement prior to or on the Closing Date in all material respects; day of the Closing, and Buyer Investor shall have received a certificate signed on behalf of the Company by an authorized representative each of the chief executive officer and the chief financial officer of the Company to such effecteffect (such certificate, together with the certificate to be delivered in accordance with Section 5.02(a), the “Reorganized Company’s Closing Certificate”).

Performance of Obligations of the Company. The Company shall have ----------------------------------------- performed or complied with the agreements and in all material respects all obligations necessary required to be performed or complied with by the Company it under this Agreement at or prior to the Closing Date in all material respects; Date, and Buyer shall have received a certificate signed on behalf of the Company by an authorized representative 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 and complied in all material respects with the agreements and obligations necessary all covenants required to be performed or complied with by the Company it under this Agreement on or prior to the Closing Date in all material respects; Date, and Buyer shall have received a certificate signed on behalf of the Company by an authorized representative officer of the Company to such effect.

Performance of Obligations of the Company. The Company shall have performed or complied with the agreements and in all material respects all obligations necessary required to be performed or complied with by the Company it under this Agreement on or prior to the Closing Date in all material respectsDate; and Buyer shall have received a certificate dated as of the Closing Date, signed on behalf of the Company by an authorized representative executive officer of the Company certifying as to such effectthe fulfillment of the foregoing condition.

Performance of Obligations of the Company. The Company shall have performed or complied with the agreements and in all material respects all obligations necessary required to be performed or complied with by the Company it under this Agreement at or prior to the Closing Date in all material respectsDate; and Buyer shall have received a certificate signed on behalf of the Company by an authorized representative of the Company to such effect.

Performance of Obligations of the Company. The Company shall have performed or complied in all material respects with the agreements all obligations and obligations necessary covenants required to be performed or complied with prior to the Closing by the Company under this Agreement prior to the Closing Date in all material respects; and Buyer Xxxxxx Merger Corp. shall have received a certificate signed on behalf of the Company by an authorized representative officer of the Company to such effecteffect dated as of the Closing Date.

Performance of Obligations of the Company. The Company shall have performed or complied with the agreements and in all material respects all obligations necessary required to be performed or complied with by the Company it under this Agreement at or prior to the Closing Date in all material respects; Date, and Buyer Sponsor shall have received a certificate signed on behalf of the Company by an authorized representative executive officer of the Company to such effect.

Performance of Obligations of the Company. The Company shall have performed or and complied with the agreements in all material respects all covenants, obligations and obligations necessary conditions in this Agreement required to be performed or and complied with by the Company it under this Agreement at or prior to the Closing Date in all material respects; and Buyer Date. The Purchaser shall have received a certificate signed on behalf of by the Company by an authorized representative President of the Company to such effect.

Performance of Obligations of the Company. The Company shall have performed or complied with the agreements and in all material respects all obligations necessary required to be performed or complied with by the Company it under this Agreement on or prior to the Closing Date in all material respectsDate; and the Buyer shall have received a certificate signed on behalf of the Company by an authorized representative officer of the Company to such effect.

Performance of Obligations of the Company. The Company shall have performed or complied with the agreements and in all material respects its obligations necessary required to be performed or complied with by the Company it under this Agreement at or prior to the Closing Date in all material respects; Date, and Buyer the Controlling Shareholder shall have received a certificate signed on behalf of the Company by an authorized representative the Chief Executive Officer of the Company to such effect.

Performance of Obligations of the Company. The Company shall have performed or complied with the agreements and in all material respects all obligations necessary required to be performed or complied with by the Company it under this Agreement at or prior to the Closing Date in all material respectsDate; and Buyer shall have received a certificate signed on behalf of the Company by an authorized representative the Chief Executive Officer of the Company to such effect.

Performance of Obligations of the Company. The Company shall have performed or complied with the agreements and in all material respects all obligations necessary required to be performed by it at or complied with by the Company under this Agreement prior to the Closing Date and complied in all material respects; respects with all of its covenants under this Agreement through the Closing and Buyer Purchaser shall have received a certificate signed on behalf of the Company by an authorized representative executive officer of the Company to such effect.

Performance of Obligations of the Company. The Company shall have performed or complied with the agreements and in all material respects all obligations necessary required to be performed or complied with by the Company it under this Agreement at or prior to the Closing Date in all material respects; Closing, and the Buyer shall have received a certificate signed on behalf of the Company by an authorized representative of the Company to such effect.

Performance of Obligations of the Company. The Company shall have performed or complied in all material respects with the agreements and its obligations necessary required to be performed or complied with by the Company it under this Agreement on or prior to the Closing Date in all material respects; Date, and Buyer Purchaser shall have received a certificate signed on behalf of the Company by an authorized representative officer of the Company to such effectstating that the conditions specified in this Section 6.02(b) have been satisfied.