Common use of PERFORMANCE OF OBLIGATIONS OF INT'X Clause in Contracts

PERFORMANCE OF OBLIGATIONS OF INT'X. XXX. INT'X.xxx will have performed all agreements and covenants required to be performed by it under this Agreement prior to the Closing Date except (i) as otherwise contemplated or permitted by this Agreement, (ii) as a result of actions taken or not taken at the direction of or after consultation with and written concurrence of Parent and (iii) for such failures to perform which, individually or in the aggregate, would not have a material adverse effect on the Business Condition of INT'X.xxx; provided, that INT'X.xxx hereby acknowledges and agrees that any breaches of the covenants set forth in Section 5.6 hereof which individually or in the aggregate exceed $1,000,000 will be deemed for purposes of this Section 8.2(b) to have a material adverse effect on the Business Condition of INT'X.xxx. Parent will have received a certificate signed by the chief executive officer and the chief financial officer of INT'X.xxx to such effect on the Closing Date.

PERFORMANCE OF OBLIGATIONS OF INT'X. XXX. INT'X.xxx will have performed all agreements and covenants required to be performed by it under this Agreement prior to the Closing Date except (i) as otherwise contemplated or permitted by this Agreement, (ii) as a result of actions taken or not taken at the direction of or after consultation with and written concurrence of Parent and (iii) for such failures to perform which, individually or in the aggregate, would not have a material adverse effect on the Business Condition of INT'X.xxx; provided, that INT'X.xxx hereby acknowledges and agrees that any breaches of the covenants set forth in Section 5.6 hereof which individually or in the aggregate exceed $1,000,000 3,000,000 will be deemed for purposes of this Section 8.2(b) to have a material adverse effect on the Business Condition of INT'X.xxx. Parent will have received a certificate signed by the chief executive officer and the chief financial officer of INT'X.xxx to such effect on the Closing Date.

PERFORMANCE OF OBLIGATIONS OF INT'X. XXX. INT'X.xxx will have performed all agreements and covenants required to be performed by it under this Agreement prior to the Closing Date except (i) as otherwise contemplated or permitted by this Agreement, (ii) as a result of actions taken or not taken at the direction of or after consultation with and written concurrence of Parent and (iii) for such failures to perform which, individually or in the aggregate, would not have a material adverse effect on the Business Condition of INT'X.xxx; provided, that INT'X.xxx hereby acknowledges and agrees that any breaches of the covenants set forth in Section 5.6 hereof which individually or in the aggregate exceed $1,000,000 will be deemed for purposes of this Section 8.2(b) -41- to have a material adverse effect on the Business Condition of INT'X.xxx. Parent will have received a certificate signed by the chief executive officer and the chief financial officer of INT'X.xxx to such effect on the Closing Date.