Common use of Performance Covenants Clause in Contracts

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 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 condition in Section 6.1 and 6.2that Buyer has fulfilled all of the conditions of this Article 6; (b) Resolutions adopted by the Board of Directors of Buyer in form and substance satisfactory to the Sellers 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 Delaware dated within ten (10) business days prior to of the Closing; (e) A certified copy of the articles of incorporation Charter and all amendments thereto of Buyer certified by the Secretary of State of the state of its incorporation Delaware and dated within ten (10) business days the most recent practical date prior to Closing;; and (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 the Acquisition Documents to be complied with or performed by Buyer Seller at or prior to the Closing shall have been complied with and performed in all material respects, respects including, but not limited to to, the delivery of the following documents: (a) A certificate of good standing regarding Seller certified by the Secretary of State of the State of Delaware dated within ten (10) business days of the Closing; (b) An Assignment and Bill xx Sale executed by Seller in substantially the form included in Exhibit 5.2(b) hereof; (c) A certificate dated as of the Closing Date signed by a the duly authorized officer officers of Buyer Seller certifying the satisfaction of the conditions condition in Section 6.1 5.1 and 6.2that Seller has fulfilled all of the conditions of this Article 5; (bd) Resolutions adopted by the of Seller's Board of Directors of (and shareholders, if necessary) in form and substance reasonably satisfactory to Buyer approving the execution, delivery and performance of this Agreement and the consummation of the AcquisitionsAcquisition, certified by the Secretary an appropriate officer of Buyer;Seller; and (ce) An incumbency certificate Incumbency certificates 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 ClosingSeller.

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 or other authorized representative 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.