Performance Covenants. All of the terms, covenants and conditions of the Share Exchange Documents to be complied with or performed by Oasis or the Oasis Shareholders at or prior to Closing shall have been complied with and performed in all material respects including, but not limited to, the delivery of the following documents:
(a) A good standing certificate regarding Oasis, certified by the Secretary of State of the respective state of incorporation and all states where such entity is qualified to do business, dated within 30 business days of the Closing;
(b) A certificate dated as of the Closing Date signed by the duly authorized officers of Oasis certifying that the representations and warranties of Oasis set forth herein are true and correct in all material respects as of the Effective Time and that Oasis and each of the Oasis Shareholders have fulfilled all of the conditions of this Article VIII;
(c) Written consents of all third parties necessary for the consummation of the transactions contemplated by the Share Exchange Documents;
(d) Resolutions duly adopted by Oasis (Board and shareholder) approving the execution, delivery and performance of this Agreement and the consummation of the Share Exchange, certified by an appropriate officer of Oasis; and
(e) All books and records of Oasis, including all corporate and other records, minute books, stock record books, stock registers, books of accounts, contracts, agreements and such other documents or certificates as shall be reasonably requested by Rainwire, which the parties acknowledge will at the Closing be located at the corporate offices of Oasis.
Performance Covenants. The Executive accepts the employment described in Section 2 and agrees to devote his full working time and efforts (except for absences due to illness and vacations) to the business and affairs of the Company and its affiliates and the performance of the aforesaid duties and responsibilities. However, nothing in this Agreement shall preclude the Executive from devoting a reasonable amount of his time and efforts to civic, community, charitable, professional and trade association affairs and matters, provided the nature and extent of such affairs and/or matters do not unduly detract from the performance of the Executive’s duties for the Company.
Performance Covenants. All of the terms, covenants and conditions of the Acquisition Documents to be complied with or performed by Speedy at or prior to Closing shall have been complied with and performed in all material respects (except for the covenants contained in Section 4.3(o), which shall have been complied with in all respects) including, but not limited to, the delivery of the following documents:
(a) A certificate of status or existence regarding Speedy certified by the Secretary of State of its respective state of incorporation or organization dated within ten (10) business days of the Closing;
(b) A certificate dated as of the Closing Date signed by the Sellers and the duly authorized officers or managers of Speedy certifying the satisfaction of the conditions in Section 5.1, 5.2 and 5.3 hereof;
(c) Written consents of all third parties necessary for the consummation by Sellers and Speedy of the transactions contemplated by the Acquisition Documents as set forth in Schedule 5.2(c);
(d) A copy of resolutions duly adopted by the managers and members of Speedy authorizing and approving its respective performance of the transactions contemplated hereby and the execution and delivery by Speedy of the documents to be executed and delivered by Speedy, certified as true and in full force and effect as of Closing by the Secretary, an Assistant Secretary or the manager of Speedy;
(e) A certified copy of the Articles of Organization, and all amendments thereto, of Speedy from its respective state of organization, dated the most recent practical date prior to Closing;
(f) A copy of the operating agreement, and all amendments thereto, if in existence, of Speedy, certified as true and in full force and effect as of Closing by the Secretary, Assistant Secretary or manager of Speedy;
(g) Incumbency certificates certifying the identity of the officers and managers of Speedy;
(h) Evidence of payment of all related party debts owing to or by Speedy and releases therefor;
(i) All books and records pertaining to the business of Speedy, including all corporate and other records, books of accounts, contracts, agreements and such other documents or certificates as shall be reasonably requested by Buyer including minute books and equity interest records in Speedy’s possession;
(j) A non-foreign affidavit executed by each Seller as described in Code section 1445(b)(2) and the regulations thereunder;
(k) All other Acquisition Documents to be executed and delivered by the Sellers and Speedy; an...
Performance Covenants. 5.3.1 Duly and timely comply with all the terms, conditions, covenants and warranties set forth in the Loan Documents, all at the times and places and in the manner set forth herein and therein, and diligently protect the rights of the Bank under such agreements where the failure to protect such rights would have a material adverse effect on the Bank's interests therein;
5.3.2 At all times maintain or cause to be maintained in favor of the Bank the security interests provided for under or pursuant to the Loan Documents as valid security interests in the Collateral subject only to such Encumbrances as may be consented to by the Bank in its sole discretion; and
5.3.3 Diligently and timely defend the Collateral and the Bank's rights therein against any and all Encumbrances (other than such Encumbrances).
Performance Covenants. Buyer shall have performed and complied in all material respects with all of the terms, covenants and conditions of this Agreement and the Ancillary Agreements required to be performed or complied with by it at or prior to the Closing.
Performance Covenants. All of the terms, covenants and conditions of this Agreement to be complied with or performed by Buyer at or prior to the Closing shall have been complied with and performed in all material respects, including, but not limited to delivery of the following documents:
(a) A certificate dated as of the Closing Date signed by a duly authorized officer of Buyer certifying the satisfaction of the conditions in Section 6.1 and 6.2;
(b) Resolutions adopted by the Board of Directors of Buyer approving the execution, delivery and performance of this Agreement and the consummation of the Acquisitions, certified by the Secretary of Buyer;
(c) An incumbency certificate certifying the identity of the officers of Buyer;
(d) A certificate of existence regarding the Buyer certified by the Secretary of State of its incorporation dated within ten (10) business days prior to the Closing;
(e) A certified copy of the articles of incorporation and all amendments thereto of Buyer certified by the Secretary of State of the state of its incorporation and dated within ten (10) business days prior to Closing;
(f) A copy of the Bylaws, and all amendments thereto, of Buyer certified as true and in full force and effect as of Closing by the Secretary or Assistant Secretary of Buyer; and
(g) all other Acquisition Documents to be executed and delivered by Buyer at Closing.
Performance Covenants. All of the terms, covenants and conditions of ---------------------- this Agreement to be complied with or performed by PHC and PHC-SUB at or prior to Closing shall have been complied with and performed in all material respects.
Performance Covenants. During the Term of this Agreement, You agree to maintain the following guidelines and practices during the conduct of any such survey using the Sample Services.
Performance Covenants. With respect to any Leases originated during such Monthly Period:
(a) For any Monthly Vintage Pool of Leases originated by Seller after the Closing Date, the aggregate Order Value of Leases in which the Obligor failed to make its first scheduled payment due shall not exceed 25% of the aggregate Order Value of the Monthly Vintage Pool; and
(b) For any Seasoned Net Vintage Pool of Leases originated by Seller after the Closing Date, the aggregate related Collections (net of any amounts collected with respect to such Leases pursuant to the payment of sales and use taxes) is less than 6.5% of the aggregate related Order Value of the Seasoned Net Vintage Pool.
Performance Covenants. All of the terms, covenants and conditions of this Agreement to be complied with or performed by Buyer at or prior to the Closing shall have been complied with and performed in all material respects.
