Common use of Performance by the Parent Clause in Contracts

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.

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.