Common use of Performance Covenants Clause in Contracts

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. All of the terms, covenants and conditions of the Share Exchange Acquisition Documents to be complied with or performed by Oasis or the Oasis Shareholders ZoneCare 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 good standing certificate of status or existence regarding Oasis, ZoneCare certified by the Secretary of State of the its respective state of incorporation and all states where such entity is qualified to do business, or organization dated within 30 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 Oasis ZoneCare 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 satisfaction of the conditions of this Article VIIIin Section 5.1, 5.2 and 5.3 hereof; (c) Written consents of all third parties necessary for the consummation by Sellers and ZoneCare of the transactions contemplated by the Share Exchange DocumentsAcquisition Documents as set forth in Schedule 5.2(c); (d) Resolutions A copy of resolutions duly adopted by Oasis (Board the managers and shareholder) members of ZoneCare authorizing and approving the execution, delivery and its respective performance of this Agreement the transactions contemplated hereby and the consummation execution and delivery by ZoneCare of the Share Exchangedocuments to be executed and delivered by ZoneCare, certified as true and in full force and effect as of Closing by the Secretary, an appropriate officer Assistant Secretary or the manager of Oasis; andZoneCare; (e) A certified copy of the Articles of Organization, and all amendments thereto, of ZoneCare 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 ZoneCare, certified as true and in full force and effect as of Closing by the Secretary, Assistant Secretary or manager of ZoneCare; (g) Incumbency certificates certifying the identity of the officers and managers of ZoneCare; (h) Evidence of payment of all related party debts owing to or by ZoneCare and releases therefor; (i) All books and records pertaining to the business of OasisZoneCare, 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 Buyer including minute books and equity interest records in Zonecare’s possession; (j) A non-foreign affidavit executed by each Seller as described in Code section 1445(b)(2) and the parties acknowledge will at regulations thereunder; (k) All other Acquisition Documents to be executed and delivered by the Closing be located at the corporate offices of OasisSellers and ZoneCare; and (l) Membership Interest Purchase Agreement executed by Speedy Re-employment LLC and an Asset Purchase Agreement executed by SelectMRI LLC.

Performance Covenants. All of the terms, covenants and conditions of the Share Exchange Acquisition Documents to be complied with or performed by Oasis or the Oasis Shareholders RedEarth 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 of status or existence regarding Oasis, RedEarth certified by the Secretary of State of the its respective state of incorporation and all states where such entity is qualified to do business, or organization dated within 30 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 Oasis RedEarth 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 satisfaction of the conditions of this Article VIIIin Section 5.1, 5.2 and 5.3 hereof; (c) Written consents of all third parties necessary for the consummation by Sellers and RedEarth of the transactions contemplated by the Share Exchange DocumentsAcquisition Documents as set forth in Schedule 5.2(c); (d) Resolutions A copy of resolutions duly adopted by Oasis (Board the managers and shareholder) members of RedEarth authorizing and approving the execution, delivery and its respective performance of this Agreement the transactions contemplated hereby and the consummation execution and delivery by RedEarth of the Share Exchangedocuments to be executed and delivered byRedEarth, certified as true and in full force and effect as of Closing by the Secretary, an appropriate officer Assistant Secretary or the manager of Oasis; andRedEarth; (e) A certified copy of the Articles of Organization, and all amendments thereto, of RedEarth 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 RedEarth, certified as true and in full force and effect as of Closing by the Secretary, Assistant Secretary or manager of RedEarth; (g) Incumbency certificates certifying the identity of the officers and managers of RedEarth; (h) Evidence of payment of all related party debts owing to or by RedEarth and releases therefor; (i) All books and records pertaining to the business of OasisRedEarth, 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 Buyer including minute books and equity interest records in RedEarth’s possession; (j) A non-foreign affidavit executed by each Seller as described in Code section 1445(b)(2) and the parties acknowledge will at regulations thereunder; (k) All other Acquisition Documents to be executed and delivered by the Closing be located at the corporate offices of Oasis.Sellers and RedEarth; and

Performance Covenants. All of the terms, covenants and conditions of the Share Exchange Documents to be complied with or performed by Oasis JRO or the Oasis JRO 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 OasisJRO, 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 JRO certifying that the representations and warranties of Oasis JRO set forth herein are true and correct in all material respects as of the Effective Time and that Oasis JRO and each of the Oasis JRO 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 JRO (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 OasisJRO; and (e) All books and records of OasisJRO, 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 RainwireArmitec, which the parties acknowledge will at the Closing be located at the corporate offices of OasisJRO.

Performance Covenants. All of the terms, covenants and conditions of the Share Exchange Transaction Documents to be complied with or performed by Oasis or the Oasis Shareholders Sellers 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) All original certificates evidencing the Transferred Shares duly executed in blank or accompanied by stock powers duly executed in blank; (b) A good standing certificate regarding Oasiseach of the Sellers and the Dialysis Companies, certified by the Secretary of State or similar official of the their respective state states of their incorporation and all states where such entity is qualified to do business, dated within 30 fifteen (15) business days of the Closing; (bc) A certificate dated as of the Closing Date signed by the duly authorized officers of Oasis the Sellers certifying that the representations matters described in Sections 6.1 and warranties of Oasis set forth herein are true and correct in all material respects as of the Effective Time 6.2, and that Oasis and each of the Oasis Shareholders have fulfilled all of the conditions of this Article VIII6 have been fulfilled; (cd) Written consents of all third parties necessary for the consummation of the transactions contemplated by the Share Exchange Transaction Documents; (de) Resolutions duly adopted by Oasis of the Sellers (Board and shareholder, if applicable) in form and substance satisfactory to RCG approving the execution, delivery and performance of this Agreement and the consummation of the Share ExchangeTransactions, certified by an appropriate officer of Oasis; andthe Sellers; (ef) An incumbency certificate certifying the identity of the officers of the Sellers; (g) Resignations and Releases as contemplated by Section 5.15 of each of the officers and directors of the Dialysis Companies effective as of the Closing Date; (h) All books and records of Oasisthe Dialysis Companies, 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 RainwireRCG; (i) The Assumption Agreement; (j) The Employment Agreements as contemplated by Section 5.16; and (k) All agreements or arrangements, which whether written or oral, among the parties acknowledge will at Sellers and/or the Closing be located at Dialysis Companies that relate in any manner to the corporate offices equity securities of Oasisthe Dialysis Companies shall have been terminated.

Performance Covenants. All of the terms, covenants and conditions of the Share Exchange Acquisition Documents to be complied with or performed by Oasis or the Oasis Shareholders each of BPC and Sellers 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 of existence regarding Oasis, BPC certified by the Secretary of State of the respective its state of incorporation and all states where such entity is qualified to do business, dated within 30 ten (10) business days of the Closing; (b) A certificate dated as of the Closing Date signed by the duly authorized officers Sellers and the Chief Executive Officer or President of Oasis BPC certifying that to the representations and warranties of Oasis set forth herein are true and correct in all material respects as satisfaction of the Effective Time conditions in Section 5.1 and that Oasis Sellers and each of the Oasis Shareholders BPC have fulfilled all of the conditions of this Article VIII5; (c) Written consents Copies of all third parties necessary for the consummation each of the transactions contemplated by the Share Exchange Documentsconsents or approvals identified on Schedule 2.3 hereto; (d) Resolutions A copy of resolutions duly adopted by Oasis (Board BPC authorizing and shareholder) approving the execution, delivery and its performance of this Agreement the transactions contemplated hereby and the consummation execution and delivery of the Share Exchangedocuments described herein, certified as true and in full force and effect as of Closing by its Secretary or an appropriate officer of Oasis; andAssistant Secretary; (e) A certified copy of the Articles of Incorporation, and all amendments thereto, of BPC from its state of incorporation, dated the most recent practical date prior to Closing; (f) A copy of the Bylaws, and all amendments thereto, of BPC, certified as true and in full force and effect as of Closing by its Secretary or Assistant Secretary; (g) Incumbency certificates certifying the identity of the officers of BPC ; (h) A certificate from the Missouri Department of Revenue, and from any other applicable state or local taxing authority stating that no state corporate, sales or use taxes are owed by BPC; (i) All books and records of Oasispertaining to BPC's business, 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 Buyer including minute books and stock records; and (j) Payoff letters satisfactory to Buyer with respect to all indebtedness of OasisBPC for borrowed money.

Performance Covenants. All of the terms, covenants and conditions of the Share Exchange Documents this Agreement to be complied with or performed by Oasis the Key Holder or the Oasis Shareholders Learning-Edge 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 An Employment Agreement entered into by EDT and Mr. Zuckerman in substantially the Secretary form 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 ClosingEXHIBIT C; (b) A certificate X xxxxxxxxxxx dated as of the Closing Date signed by the a duly authorized officers officer of Oasis Learning-Edge certifying that the representations and warranties of Oasis set forth herein are Learning-Edge contained in this Agreement shall be true and correct in all material respects on and as of the Effective Time date of such certificate and that Oasis each Key Holder and each of the Oasis Shareholders have Learning-Edge has fulfilled all of the conditions of this Article VIIISECTION 8.3; (c) Written consents of all third parties necessary for the consummation Resolutions of the transactions contemplated by the Share Exchange Documents; (d) Resolutions duly adopted by Oasis (Board of Directors of Learning-Edge and shareholder) Stockholders in form and substance satisfactory to EDT approving the execution, delivery and performance of this Agreement and the consummation of the Share Exchangetransactions contemplated hereby, certified by an appropriate a duly authorized officer of Oasis; andLearning-Edge, have been adopted and are in full force and effect; (d) Written consents to all material contracts necessary for the consummation of the transactions contemplated by this Agreement and the operation of the business of Learning-Edge as currently being operated; (e) All of the books and records of OasisLearning-Edge related to the operation of its business including, including all corporate and other records, minute books, stock record books, stock registers, but not limited to: (i) the books of accounts, contracts, contracts and agreements to which Learning-Edge is a party and (ii) such other documents or certificates as shall be reasonably requested by RainwireEDT; (f) An opinion of counsel of Learning-Edge in substantially the form of EXHIBIT D attached hereto; (g) Lock Up Agreements executed by each of the Stockholders in substantially the form of EXHIBIT E; and (h) Such other documents as counsel for EDT shall reasonably request, which the parties acknowledge will at the Closing including, without limitation, any documents required to be located at the corporate offices of Oasisfiled with any governmental body.

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 Admiralty 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 OasisAdmiralty, 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 Admiralty certifying that the representations and warranties of Oasis Admiralty 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 Admiralty has fulfilled all of the conditions of this Article VIIIIX; (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 Admiralty (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 OasisAdmiralty; and (e) All books and records of OasisAdmiralty, 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 RainwireRMC, which the parties acknowledge will at the Closing be located at the corporate offices of OasisAdmiralty. (f) An opinion of counsel to Admiralty substantially similar in form and content to the document attached to this Agreement as Exhibit B.

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 Azur 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 OasisAzur, certified by the Secretary of State of Nevada and the respective state Secretaries of incorporation and State of all states where such entity Axxx 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 Azur certifying that the representations and warranties of Oasis Azur set forth herein are true and correct in all material respects as of the Effective Time and that Oasis Azur and each of the Oasis Azur 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 (Azur’s Board and shareholder) of Directors approving the execution, delivery and performance of this Agreement and the consummation of the Share Exchange, certified by an appropriate officer of OasisAzur; and (e) All books and records of OasisAzur, 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 RainwireHarvest, which the parties acknowledge will at the Closing be located at the corporate offices of OasisAzur.