Performance by the Parent Sample Clauses

Performance by the Parent. The Parent and Newco shall have performed, satisfied and complied with all covenants, agreements and conditions required to be performed by each of them. 8.3 Deliveries by the Parent at Closing. At the Closing, the Parent shall deliver to the Company the following: (a) a certificate of each of the Parent and Newco executed by the President, Chief Executive Officer or Chief Financial Officer of each of the Parent and Newco to the effect that each of the conditions specified in Sections 8.1, 8.2, 8.4 and 8.7 has been satisfied; (b) evidence of the filing with the Office of the Secretary of State of the State of New York of the Certificate of Merger, pursuant to Section 904 of the BCL, with respect to the Merger of Newco with and into the Company, in the form annexed hereto as Exhibit A; (c) resolutions adopted by the Board of Directors of each of the Parent and Newco authorizing the transactions contemplated hereby, certified by the Secretary of each of the Parent and Newco; (d) certificates issued by appropriate Governmental Authorities evidencing, as of the most recent practicable date, the good standing and franchise tax status of Newco in its state of incorporation and, as of a date not more than two Business Days prior thereto, telegrams, if available, issued by the appropriate Governmental Authorities with respect to the good standing and franchise tax status of Newco in its state of incorporation; (e) copies of the Articles of Incorporation or other applicable charter instruments and all amendments thereto of Newco, certified by the applicable Governmental Authorities; (f) certificates executed by the Secretary of Newco to the effect that there have been no amendments to the charter documents referred to in Section 8.3(e) hereof since the date of the certifications referred to in such subsection; and (g) copies of the By-laws or comparable documents, including all amendments thereto, of Newco, certified by the Secretary of Newco. 8.4
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Performance by the Parent. The Parent shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Parent on or prior to the Closing Date.
Sample 1

Related to Performance by the Parent

  • Performance by the Company The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company.

  • Performance by Affiliates Each Party may discharge any obligations and exercise any right hereunder through any of its Affiliates. Each Party hereby guarantees the performance by its Affiliates of such Party’s obligations under this Agreement, and shall cause its Affiliates to comply with the provisions of this Agreement in connection with such performance. Any breach by a Party’s Affiliate of any of such Party’s obligations under this Agreement shall be deemed a breach by such Party, and the other Party may proceed directly against such Party without any obligation to first proceed against such Party’s Affiliate.

  • Performance by Agent If the Borrower shall fail to perform any covenant, duty or agreement contained in any of the Loan Documents, the Agent may perform or attempt to perform such covenant, duty or agreement on behalf of the Borrower after the expiration of any cure or grace periods set forth herein. In such event, the Borrower shall, at the request of the Agent, promptly pay any amount reasonably expended by the Agent in such performance or attempted performance to the Agent, together with interest thereon at the applicable Post-Default Rate from the date of such expenditure until paid. Notwithstanding the foregoing, neither the Agent nor any Lender shall have any liability or responsibility whatsoever for the performance of any obligation of the Borrower under this Agreement or any other Loan Document.

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