Common use of Performance of Agreements Clause in Contracts

Performance of Agreements. All of the agreements of the Purchaser to be performed prior to the Closing pursuant to the terms of this Agreement shall have been duly performed in all material respects, and the Purchaser shall have delivered to the Sellers an officer's certificate, dated the Closing Date, to such effect.

Performance of Agreements. All Each and all of the agreements of the Purchaser to be performed on or prior to the Closing pursuant to the terms of this Agreement hereof shall have been duly performed in all material respects, and the Purchaser shall have delivered to the Sellers an officer's Seller a certificate, dated the Closing Date, to such effect.

Performance of Agreements. All of the agreements of the Purchaser to be performed prior to on or before the Closing Date pursuant to the terms of this Agreement hereof shall have been duly performed in all material respectsperformed, and the Purchaser shall have delivered to the Sellers an officer's Shareholder a certificate, dated the Closing Date, to such effect.

Performance of Agreements. All of the agreements of the Purchaser Company and the Sellers to be performed prior to the Closing pursuant to the terms of this Agreement shall have been duly performed in all material respects, and the Purchaser Company and the Sellers shall have each delivered to the Sellers an officer's Purchaser a certificate, dated the Closing Date, to such effect.

Performance of Agreements. All Each and all of the agreements and covenants of the Purchaser to be performed prior to on or before the Closing Date pursuant to the terms of this Agreement hereof shall have been duly performed in all material respects, and the Purchaser shall have delivered to the Sellers Seller a certificate of an officer's certificateauthorized officer of Purchaser, dated the Closing Date, to such effect.

Performance of Agreements. All of the agreements of the Purchaser to be performed prior to the Closing pursuant to the terms of this Agreement shall have been duly performed in all material respects, and the Purchaser Sellers shall have delivered to received a certificate signed by an executive officer of the Sellers an officer's certificatePurchaser, dated the Closing Date, to such effect.

Performance of Agreements. All Each of the agreements of the Purchaser Company and/or any Seller to be performed prior to the Closing Effective Time pursuant to the terms of this Agreement shall have been duly performed in all material respects, and the Purchaser Company and the Sellers' Representative shall have delivered to the Sellers an officer's Purchaser a certificate, dated the Closing Date, to such effect.

Performance of Agreements. All of the agreements agreements, obligations, covenants and conditions of the Purchaser Purchasers to be performed on or prior to the Closing pursuant to the terms of this Agreement shall have been duly performed or complied with in all material respects, and the Purchaser Purchasers shall have delivered to the Sellers an officer's a certificate, dated the Closing DateDate and signed by an authorized representative of the Purchasers, to such effect.

Performance of Agreements. All of the agreements of the Purchaser Companies and the Sellers to be performed prior to the Closing pursuant to the terms of this Agreement shall have been duly performed in all material respects, and the Purchaser Companies and the Sellers shall have each delivered to the Sellers an officer's Purchaser a certificate, dated the Closing Date, to such effect.

Performance of Agreements. All of the agreements of the Purchaser to be performed and all of the covenants of the Purchaser to be complied with prior to the Closing pursuant to the terms of this Agreement shall have been duly performed in all material respectsor complied with, as applicable, and the Purchaser Parent and the Seller shall have delivered to received a certificate signed by an authorized officer of the Sellers an officer's certificatePurchaser, dated the Closing Date, to such effect.

Performance of Agreements. All Each and all of the agreements of the Purchaser to be performed at or prior to the Closing Date pursuant to the terms of this Agreement hereof shall have been duly performed in all material respects, and the Purchaser shall have delivered to the Sellers an officer's a certificate, dated as of the Closing Date, to such effect.

Performance of Agreements. All Each and all of the agreements of the Purchaser to be performed at or prior to the Closing Date pursuant to the terms of this Agreement hereof shall have been duly performed in all material respects, and the Purchaser shall have delivered to the Sellers an officer's Seller a certificate, dated as of the Closing Date, to such effect.

Performance of Agreements. All Each and all of the agreements and covenants of the Purchaser to be performed prior to on or before the Closing Date pursuant to the terms of this Agreement hereof shall have been duly performed in all material respects, and the Purchaser shall have delivered to the Sellers a certificate of an officer's certificateauthorized officer of Purchaser, dated the Closing Date, to such effect.

Performance of Agreements. All of the Purchaser shall have performed all agreements of the Purchaser and covenants required hereby to be performed prior to the Closing pursuant to the terms of this Agreement shall have been duly performed in all material respects, and the Purchaser shall have delivered to the Sellers an officer's certificate, dated or at the Closing Date, to such effect.

Performance of Agreements. All Each and all of the agreements and covenants of the Purchaser Buyer to be performed prior to on or before the Closing Date pursuant to the terms of this Agreement hereof, including all deliveries and obligations at Closing, shall have been duly performed in all material respects, and the Purchaser Buyer shall have delivered to the Sellers Seller a certificate of an officer's certificateauthorized officer of Buyer, dated the Closing Date, to such effecteffect and evidencing the incumbency of all officers executing any documents in connection with the Closing.

Performance of Agreements. All of the agreements of the Purchaser to be performed prior to the Closing pursuant to shall have performed, in accordance with the terms of this Agreement shall have been duly performed hereof, in all material respects, its agreements and obligations contained in this Agreement required to be performed by it at or before the Closing, and Purchaser shall have delivered to the Sellers an officer's certificatea certificate of a duly authorized officer of Purchaser, dated the Closing Date, to such effect.

Performance of Agreements. All of the agreements of the Purchaser Buyer to be performed pursuant to this Agreement at or prior to the Closing pursuant to the terms of this Agreement shall have been duly performed in all material respects, and the Purchaser Buyer shall have delivered to the Sellers an officer's certificate, Company a certificate dated the Closing Date, Date to such effect.

Performance of Agreements. All Each and all of the agreements of the Purchaser to be performed at or prior to the Closing Date pursuant to the terms hereof or in any of this Agreement the Ancillary Documents shall have been duly performed in all material respects, and the Purchaser shall have delivered to the Sellers an officer's Seller a certificate, dated the Closing Date, to such effect.

Performance of Agreements. All Each and all of the agreements of the Purchaser Seller and the Company to be performed at or prior to the Closing Date pursuant to the terms of this Agreement hereof shall have been duly performed in all material respects, and the Seller and the Company Purchaser shall have delivered to the Sellers an officer's Purchaser a certificate, dated as of the Closing Date, to such effect.

Performance of Agreements. All Each and all of the agreements of the Purchaser Sellers and the Company to be performed at or prior to the Closing Date pursuant to the terms of this Agreement hereof shall have been duly performed in all material respects, and the Sellers and the Company Purchaser shall have delivered to the Sellers an officer's Purchaser a certificate, dated as of the Closing Date, to such effect.

Performance of Agreements. All Each and all of the agreements and ------------------------- covenants of the Purchaser Buyer to be performed prior to on or before the Closing Date pursuant to the terms of this Agreement hereof, including all deliveries and obligations at Closing, shall have been duly performed in all material respects, and the Purchaser Buyer shall have delivered to the Sellers Seller a certificate of an officer's certificateauthorized officer of Buyer, dated the Closing Date, to such effecteffect and evidencing the incumbency of all officers executing any documents in connection with the Closing.

Performance of Agreements. All Each and all of the agreements of the Purchaser to be performed prior to on or before the Closing Date pursuant to the terms of this Agreement hereof shall have been duly fully performed in all material respects, and each of the documents, agreements and other items, to be delivered to Seller pursuant to Section 3.2 shall have been delivered, and Purchaser shall have delivered to the Sellers an officer's Seller a certificate, dated the Closing Date, to such effect.

Performance of Agreements. All Each and all of the agreements of the Purchaser to be performed prior to at or before the Closing pursuant to the terms of this Agreement shall have been duly performed in all material respects, and the Purchaser shall have delivered to the Sellers an officer's certificate, dated the Closing Date, to such effectperformed.

Performance of Agreements. All Each and all of the agreements and ------------------------- covenants of the Purchaser Buyer to be performed prior to on or before the Closing Date pursuant to the terms of this Agreement hereof, including all deliveries and obligations at Closing, shall have been duly performed in all material respectsperformed, and the Purchaser Buyer shall have delivered to the Sellers a certificate of an officer's certificateauthorized officer of Buyer, dated the Closing Date, to such effecteffect and evidencing the incumbency of all officers executing any documents in connection with the Closing.

Performance of Agreements. All of the The agreements of the Purchaser Purchasers to be performed prior to the Closing pursuant to the terms of this Agreement shall have been duly performed in all material respects, and the Purchaser shall have delivered to the Sellers an officer's certificate, dated the Closing Date, to such effectperformed.

Performance of Agreements. All of the The agreements of the Purchaser Sellers to be performed prior to the Closing pursuant to the terms of this Agreement shall have been duly performed in all material respects, and the Purchaser shall have delivered to the Sellers an officer's certificate, dated the Closing Date, to such effectperformed.

Performance of Agreements. All Each agreement of the agreements of the Purchaser Buyer to be performed prior to on or before the Closing Date pursuant to the terms of this Agreement hereof or as contemplated herein shall have been duly performed in all material respects, and the Purchaser shall have delivered to the Sellers an officer's certificate, dated the Closing Date, to such effect.performed

Performance of Agreements. All Each and all of the agreements of the Purchaser Sellers to be performed prior to on or before the Closing Date pursuant to the terms of this Agreement hereof shall have been duly fully performed in all material respects, each of the documents, agreements and the other items to be delivered to Purchaser pursuant to Section 3.1 shall have been delivered, and Sellers shall have delivered to the Sellers an officer's Purchaser a certificate, dated the Closing Date, to such effect.

Performance of Agreements. All of the agreements agreements, obligations and covenants of the Purchaser Group to be performed prior to the Closing pursuant to the terms of this Agreement shall have been duly performed in all material respects, and the Purchaser shall have delivered to the Sellers an officer's certificate, dated the Closing Date, to such effect.

Performance of Agreements. All of the obligations and agreements of the Purchaser Buyer and Seller to be performed or satisfied prior to the Closing pursuant to the terms of this Agreement shall have been duly performed in all material respectsperformed, and the Purchaser shall have delivered satisfied or waived prior to the Sellers an officer's certificate, dated the Closing Date, to such effect.

Performance of Agreements. All of the agreements of the Purchaser to be performed prior to the Closing pursuant to shall have performed, in accordance with the terms of this Agreement shall have been duly performed hereof, in all material respects, its agreements and obligations contained in this Agreement required to be performed by it at or before the Closing, and Purchaser shall have delivered to the Sellers an officer's certificateSeller a certificate of a duly authorized officer of Purchaser, dated the Closing Date, to such effect.

Performance of Agreements. All of the agreements of the Purchaser to be performed prior to the Closing pursuant to the terms of this Agreement shall have been duly performed in all material respectsperformed, and the Purchaser Sellers shall have delivered to received a certificate signed by an authorized officer of the Sellers an officer's certificatePurchaser, dated the Closing Date, to such effect.

Performance of Agreements. All of the agreements of the Purchaser to be performed prior to the Closing pursuant to the terms of this Agreement shall have been duly performed in all material respects, and the Purchaser shall have delivered to the Sellers an officer's ’s certificate, dated the Closing Date, to such effect.

Performance of Agreements. All of the agreements of the Purchaser to be performed prior to on or before the Closing Date pursuant to the terms of this Agreement hereof shall have been duly performed in all material respectsperformed, and the Purchaser shall have delivered to the Sellers an officer's Stockholder a certificate, dated the Closing Date, to such effect.

Performance of Agreements. All of the agreements of the Purchaser to be --------------------------- performed at or prior to the Closing Date pursuant to the terms of this Agreement hereof shall have been duly performed in all material respects, and or waived (which waiver shall be evidenced by the Purchaser shall have delivered to occurrence of the Sellers an officer's certificate, dated the Closing Date, to such effectClosing).

Performance of Agreements. All of the agreements of the Purchaser to be performed prior to on or before the Closing Date pursuant to the terms of this Agreement hereof shall have been duly performed in all material respectsperformed, and the Purchaser shall have delivered to the Sellers an officer's Stockholder a certificate, dated the Closing Date, to such effect.

Performance of Agreements. All of the agreements of the Purchaser Seller -------------------------- or the Seller Affiliates to be performed prior to the Closing pursuant to the terms of this Agreement the Transaction Documents shall have been duly performed in all material respectsperformed, and the Purchaser Seller shall have delivered to the Sellers an officer's Purchaser a certificate, dated the Closing Date, to such effect.

Performance of Agreements. All of the agreements and covenants of the Purchaser Seller to be performed prior to the Closing pursuant to the terms of this Agreement shall have been duly performed in all material respects, and the Purchaser Seller shall have delivered to the Sellers an officer's certificatePurchaser a certificate of a duly authorized officer of Seller, dated the Closing Date, to such effect.

Performance of Agreements. All of the agreements of the Purchaser Buyer to be performed at or prior to the Closing Date pursuant to the terms of this Agreement hereof shall have been duly performed in all material respects, respects and the Purchaser each of Buyer shall have delivered to the Sellers an officer's a certificate, dated the Closing Date, to such effect.

Performance of Agreements. All Each and all of the agreements of the Purchaser to be performed prior to on or before the Closing Date pursuant to the terms of this Agreement hereof shall have been duly performed in all material materials respects, and each of the documents, agreements and other items, to be delivered to Seller pursuant to Section 3.2 shall have been delivered, and Purchaser shall have delivered to the Sellers an officer's Seller a certificate, dated the Closing Date, to such effect.

Performance of Agreements. All of the agreements of the Purchaser and Acquisition to be performed prior to on or before the Closing Date pursuant to the terms of this Agreement hereof shall have been duly performed in all material respectsperformed, and the Purchaser shall have delivered to the Sellers an officer's Company a certificate, dated the Closing Date, to such effect.

Performance of Agreements. All Each and all of the agreements of the Purchaser to be performed at or prior to the Closing pursuant to the terms of this Agreement hereof shall have been duly performed in all material respects, and the Purchaser shall have delivered to the Sellers an officer's Seller a certificate, dated the Closing Date, to such effect.

Performance of Agreements. All of the agreements of the Purchaser ------------------------- Company to be performed prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed in all material respects, and the Purchaser Company shall have delivered to the Sellers an officer's Purchaser a certificate, dated the Closing Date, to such effect.

Performance of Agreements. All Each and all of the agreements of the Purchaser Seller to be performed prior to on or before the Closing Date pursuant to the terms of this Agreement hereof shall have been duly performed in all material respectsperformed, and the Purchaser Seller shall have delivered to the Sellers an officer's Purchaser a certificate, dated the Closing Date, to such effect.. §5.4

Performance of Agreements. All of the The agreements of the Purchaser and GDS to be performed prior to the Closing pursuant to the terms of this Agreement shall have been duly performed in all material respects, and the Purchaser and GDS shall have delivered to the Sellers Seller an officer's certificate, dated the Closing Date, to such effect.

Performance of Agreements. All Each and all of the agreements of the Purchaser to be performed prior to on or before the Closing Date pursuant to the terms of this Agreement hereof shall have been duly performed in all material respects, and an executive officer of the Purchaser shall have delivered to the Sellers an officer's a certificate, dated the Closing Date, to such effect.

Performance of Agreements. All of the agreements of the Purchaser Sellers and CFI to be performed prior to the Closing pursuant to the terms of this Agreement shall have been duly performed in all material respects, and the Purchaser shall have delivered to the Sellers an officer's certificatereceived a certificate signed by each Seller, dated the Closing Date, to such effect.

Performance of Agreements. All of the agreements of the Purchaser Purchasers to be performed prior to the Closing pursuant to the terms of this Agreement shall have been duly performed in all material respects, and the Purchaser Purchasers shall have delivered to the Sellers Seller an officer's certificate, dated the Closing Date, to such effect.

Performance of Agreements. All Each payment, delivery or other action ------------------------- required of the agreements Buyer under this Agreement, and each agreement of the Purchaser Buyer to be performed prior to at or before the Closing pursuant to under the terms of this Agreement hereof or as contemplated herein, shall have been duly performed in all material respects, and the Purchaser performed. Seller shall have delivered received a certificate to the Sellers an officer's certificate, this effect dated the Closing Date, to such effectDate and signed by Buyer.

Performance of Agreements. All of the agreements and covenants of the Purchaser to be performed prior to the Closing pursuant to the terms of this Agreement shall have been duly performed in all material respects, and the Purchaser shall have delivered to the Sellers an officer's certificateSeller a certificate of a duly authorized officer of Purchaser, dated the Closing Date, to such effect.

Performance of Agreements. All of the obligations, covenants and agreements of the Purchaser Companies and the Seller to be performed prior to the Closing pursuant to the terms of this Agreement and the Merger Agreements shall have been duly performed in all material respects, and the Purchaser Companies and the Seller shall have each delivered to the Sellers an officer's Purchasers a certificate, dated the Closing Date, to such effect.

Performance of Agreements. All Each and all of the agreements of the Purchaser to be performed prior to on or before the Closing Date pursuant to the terms of this Agreement hereof shall have been duly performed in all material respects, and the Chief Executive Officer of the Purchaser shall have delivered to the Sellers an officer's Seller a certificate, dated the Closing Date, to such effect.

Performance of Agreements. All Each agreement of the agreements of the Purchaser Buyer to be performed prior to on or before the Closing Date pursuant to the terms of this Agreement hereof or as contemplated herein shall have been duly performed in all material respects, and the Purchaser shall have delivered to the Sellers an officer's certificate, dated the Closing Date, to such effectperformed.

Performance of Agreements. All of the agreements of the Purchaser Seller to be performed prior to on or before the Closing pursuant to the terms of this Agreement hereof shall have been duly performed in all material respectsperformed, and the Purchaser Seller shall have delivered to the Sellers an officer's Purchaser a certificate, dated as of the Closing DateClosing, to such effect.

Performance of Agreements. All Each and all of the agreements of the Purchaser to be performed prior to on or before the Closing Date pursuant to the terms of this Agreement hereof shall have been duly fully performed in all material respects, and each of the documents, agreements and other items, to be delivered to Sellers pursuant to Section 3.2 shall have been delivered, and Purchaser shall have delivered to the Sellers an officer's a certificate, dated the Closing Date, to such effect.

Performance of Agreements. All Each and all of the agreements of the Purchaser to be performed prior to on or before the Closing Date pursuant to the terms of this Agreement hereof shall have been duly performed in all material materials respects, each of the documents, agreements and the other items, to be delivered to Seller pursuant to Section 3.2 shall have been ----------- delivered, and Purchaser shall have delivered to the Sellers an officer's Seller a certificate, dated the Closing Date, to such effect.

Performance of Agreements. All Each and all of the agreements of the Purchaser to be performed prior to on or before the Closing Date pursuant to the terms of this Agreement hereof shall have been duly performed in all material respects, and the Purchaser Seller shall have delivered to received a certificate, executed by an Executive Officer of the Sellers an officer's certificatePurchaser, dated the Closing Date, to such effect.

Performance of Agreements. All of the agreements of the Purchaser Sellers to be performed prior to the Closing pursuant to the terms of this Agreement shall have been duly performed in all material respects, and the Purchaser shall have delivered to the Sellers an officer's certificatereceived a certificate signed by each Seller, dated the Closing Date, to such effect.

Performance of Agreements. All Each and all of the agreements of the Purchaser to be performed prior to on or before the Closing Date pursuant to the terms of this Agreement hereof shall have been duly performed in all material respects, and the Purchaser shall have delivered to the Sellers an officer's Stockholders a certificate, dated the Closing Date, to such effect.

Performance of Agreements. All Each and all of the agreements of the Purchaser to be performed at or prior to the Closing Date pursuant to the terms of this Agreement hereof shall have been duly performed in all material respects, including, without limitation, the payment by the Purchaser of the Purchase Price, and the Purchaser shall have delivered to the Sellers an officer's certificate, a certificate dated the Closing Date, Date to such effect.

Performance of Agreements. All of the agreements of the Purchaser Company and the Seller to be performed prior to the Closing pursuant to the terms of this Agreement shall have been duly performed in all material respects, and the Purchaser Company and the Seller shall have each delivered to the Sellers an officer's Purchasers a certificate, dated the Closing Date, to such effect.

Performance of Agreements. All Each of the agreements of the Purchaser acts to be performed prior to by Purchaser on or before the Closing Date pursuant to the terms of this Agreement hereof shall have been duly performed in all material respectsperformed, and the Purchaser shall have delivered to the Sellers an officer's Seller a certificate, dated the Closing Date, to such effect.

Performance of Agreements. All of the obligations and agreements of the Purchaser Seller to be performed or satisfied prior to the Closing pursuant to the terms of this Agreement shall have been duly performed in all material respectsperformed, and the Purchaser shall have delivered satisfied or waived prior to the Sellers an officer's certificate, dated the Closing Date, to such effect.

Performance of Agreements. All Each and all of the agreements and covenants of the Purchaser to be performed prior to on or before the Closing Date pursuant to the terms of this Agreement hereof shall have been duly performed in all material respects, and the Purchaser shall have delivered to the Sellers a certificate of an authorized officer's certificate, dated the Closing Date, to such effect.

Performance of Agreements. All Each and all of the agreements of the Purchaser Buyer to be performed at or prior to the Closing pursuant to the terms of this Agreement hereof shall have been duly duty performed in all material respects, and the Purchaser Buyer shall have delivered to the Sellers an officer's a certificate, dated the Closing DateClosing, to such effect.

Performance of Agreements. All Each and all of the agreements of the Purchaser Seller to be performed prior to on or before the Closing Date pursuant to the terms of this Agreement hereof shall have been duly fully performed in all material respects, each of the documents, agreements and the other items to be delivered to Purchaser pursuant to Section 3.1 shall have been delivered, and Seller shall have delivered to the Sellers an officer's Purchaser a certificate, dated the Closing Date, to such effect.

Performance of Agreements. All of the agreements of the Purchaser and Merger Sub to be performed prior to on or before the Closing Date pursuant to the terms of this Agreement hereof shall have been duly performed in all material respects, and the Purchaser shall have delivered to the Sellers an officer's Company a certificate, dated the Closing Date, to such effect.

Performance of Agreements. All of the agreements of the Purchaser to be performed prior to on or before the Closing Date pursuant to the terms of this Agreement hereof shall have been duly performed in all material respectsperformed, and the Purchaser shall have delivered to the Sellers an officer's Ascot a certificate, dated the Closing Date, to such effect.

Performance of Agreements. All of the agreements of the Purchaser ------------------------- Purchasers to be performed prior to the Closing pursuant to the terms of this Agreement shall have been duly performed in all material respects, and the each Purchaser shall have delivered to the Sellers an officer's certificateParent a certificate of its general partner, dated the Closing Date, to such effect.

Performance of Agreements. All of the agreements of the -------------------------- Purchaser to be performed prior to the Closing pursuant to the terms of this Agreement the Transaction Documents shall have been duly performed in all material respectsperformed, and the Purchaser shall have delivered to the Sellers an officer's Seller a certificate, dated the Closing Date, to such effect.

Performance of Agreements. All of the agreements of the Purchaser to be performed prior to the Closing pursuant to shall have performed, in accordance with the terms of this Agreement shall have been duly performed hereof, in all material respects, its agreements and obligations contained in this Agreement required to be performed by it at or before the Closing, except to the extent that such agreements or obligations are qualified by terms such as “material” in which case Purchaser shall have performed and complied with all of such agreements and obligations in all respects through the Closing; and Purchaser shall have delivered to the Sellers an officer's certificateSeller a certificate of a duly authorized officer of Purchaser, dated the Closing Date, to such effect.

Performance of Agreements. All Each and all of the agreements ------------------------- of the Purchaser to be performed at or prior to the Closing Date pursuant to the terms of this Agreement hereof shall have been duly performed in all material respects, and the Purchaser shall have delivered to the Sellers an officer's Seller a certificate, dated the Closing Date, to such effect.

Performance of Agreements. All of the The agreements of the Purchaser to be performed prior to the Closing pursuant to the terms of this Agreement shall have been duly performed in all material respects, and the Purchaser shall have delivered to the Sellers Seller an officer's certificate, dated the Closing Date, to such effect.

Performance of Agreements. All Each and all of the agreements of the Purchaser ------------------------- Purchasers to be performed at or prior to the Closing Date pursuant to the terms hereof or in any of this Agreement the Ancillary Documents shall have been duly performed in all material respects, and the Purchaser Purchasers shall have delivered to the Sellers an officer's a certificate, dated the Closing Date, to such effect.

Performance of Agreements. All of the agreements of the Purchaser Company ------------------------- to be performed prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed in all material respects, and the Purchaser Company shall have delivered to the Sellers an officer's Purchasers a certificate, dated the Closing Date, to such effect.

Performance of Agreements. All Each and all of the agreements and covenants of the Purchaser Purchasers to be performed prior to on or before the Closing Date pursuant to the terms of this Agreement hereof shall have been duly performed in all material respects, and the Purchaser Purchasers shall have delivered to the Sellers Seller a certificate of an officer's certificateauthorized officer of each Purchaser, dated the Closing Date, to such effect.

Performance of Agreements. All Each payment, delivery or other action ------------------------- required of the agreements Seller under this Agreement, and each agreement of the Purchaser Seller to be performed prior to at or before the Closing pursuant to under the terms of this Agreement hereof or as contemplated herein, shall have been duly performed in all material respects, and the Purchaser performed. Buyer shall have delivered received a certificate to the Sellers an officer's certificate, this effect dated the Closing Date, to such effectDate and signed by Seller.

Performance of Agreements. All Each and all of the agreements of the Purchaser Purchasers to be performed at or prior to the Closing Date pursuant to the terms hereof or in any of this Agreement the Ancillary Documents shall have been duly performed in all material respects, and the Purchaser Purchasers shall have delivered to the Sellers an officer's a certificate, dated the Closing Date, to such effect.

Performance of Agreements. All of the agreements of the Purchaser to be performed prior to on or before the Closing pursuant to the terms of this Agreement hereof shall have been duly performed in all material respectsperformed, and the Purchaser shall have delivered to the Sellers an officer's Seller a certificate, dated the Closing DateClosing, to such effect.

Performance of Agreements. All of the The Buyer shall have duly performed, in all material respects, all agreements of the Purchaser required to be performed prior to the Closing pursuant to the terms of this Agreement shall have been duly performed in all material respects, and the Purchaser shall have delivered to the Sellers an officer's certificate, dated the Closing Date, to such effectAgreement.