Common use of Performance of Obligations; Representations and Warranties Clause in Contracts

Performance of Obligations; Representations and Warranties. (i) Each of Parent and Merger Sub shall have performed in all material respects each of its agreements contained in this Agreement required to be performed on or prior to the Closing Date; (ii) the representations and warranties of Parent and Merger Sub contained in Section 2.8(a)(v) shall be true and correct in all respects as of the date of this Agreement and on and as of the Closing Date as if made on and as of such date; (iii) each of the representations and warranties of Parent and Merger Sub contained in Section 2.2(a) (Capital Structure), Section 2.3 (Authority), Section 2.6 (Registration Statement and Joint Proxy Statement) and Section 2.18 (State Takeover Statutes) shall be true and correct in all material respects as of the date of this Agreement and on and as of the Closing Date as if made on and as of such date (other than, in each case, representations and warranties which address matters only as of a certain date which shall be true and correct in all material respects as of such certain date); and (iv) each of the representations and warranties of Parent and Merger Sub contained in this Agreement (other than those contained in the preceding clauses (ii) and (iii)), when read without any exception or qualification as to materiality or Parent Material Adverse Effect, shall be true and correct as of the date of this Agreement and on and as of the Closing Date as if made on and as of such date (other than, in each case, representations and warranties which address matters only as of a certain date which shall be true and correct as of such certain date), except where the failure to be so true and correct would not, individually or in the aggregate with respect to all such failures, have a Parent Material Adverse Effect or reasonably be likely to materially adversely affect the ability of Parent and Merger Sub to effect the Merger in accordance with this Agreement.

Performance of Obligations; Representations and Warranties. (i) Each of Parent and Merger Sub The Company shall have performed in all material respects each of its agreements contained in this Agreement required to be performed on or prior to the Closing Date; (ii) the representations and warranties of Parent and Merger Sub contained in Section 2.8(a)(v) shall be true and correct in all respects as of the date of this Agreement and on and as of the Closing Date as if made on and as of such date; (iii) each of the representations and warranties of Parent and Merger Sub the Company contained in Section 2.2(a) 3.2 (Capital Structure), Section 2.3 3.3 (Authority), Section 2.6 3.6 (Registration Statement and Joint Proxy Statement), Section 3.11(a)(ii) (Certain Agreements) (only insofar as such representation and warranty relates to contractual provisions that would be binding on Parent and its Subsidiaries (other than the Company and its Subsidiaries) after the Merger and the Subsequent Merger), Section 2.18 3.17 (State Takeover Statutes; Certain Charter Provisions), Section 3.18 (Required Vote of Company Stockholders) and Section 3.21 (Rights Agreement) shall be true and correct in all material respects as of the date of this Agreement and on and as of the Closing Date as if made on and as of such date (other than, in each case, representations and warranties which address matters only as of a certain date which shall be true and correct in all material respects as of such certain date); and (iviii) each of the representations and warranties of Parent and Merger Sub the Company contained in this Agreement (other than those contained in the preceding clauses (ii) and (iii)clause), when read without any exception or qualification as to materiality or Parent Material Adverse Effect, shall be true and correct as of the date of this Agreement and on and as of the Closing Date as if made on and as of such date (other than, in each case, representations and warranties which address matters only as of a certain date which shall be true and correct as of such certain date), except where the failure to be so true and correct would not, individually or in the aggregate with respect to all such failures, have a Parent Material Adverse Effect on the Company or reasonably be likely to materially adversely affect the ability of Parent and Merger Sub the Company to effect the Merger in accordance with this Agreement, in the case of each of clauses (ii) and (iii) of this Section 6.3(a) except as contemplated or permitted by this Agreement, and Parent shall have received a certificate signed on behalf of the Company by its Chief Executive Officer and its Chief Financial Officer to such effect.

Performance of Obligations; Representations and Warranties. (i) Each of Parent and Merger Sub The Company shall have performed in all material respects each of its agreements contained in this Agreement required to be performed on or prior to the Closing Date; (ii) the representations and warranties of Parent and Merger Sub the Company contained in Section 2.8(a)(v3.8(a)(v) shall be true and correct in all respects as of the date of this Agreement and on and as of the Closing Date as if made on and as of such date; (iii) each of the representations and warranties of Parent and Merger Sub the Company contained in Section 2.2(a3.2(a) (Capital Structure), Section 2.3 3.3 (Authority), Section 2.6 3.6 (Registration Statement and Joint Proxy Statement) and Section 2.18 3.18 (State Takeover Statutes) shall be true and correct in all material respects as of the date of this Agreement and on and as of the Closing Date as if made on and as of such date (other than, in each case, representations and warranties which address matters only as of a certain date which shall be true and correct in all material respects as of such certain date); and (iv) each of the representations and warranties of Parent and Merger Sub the Company contained in this Agreement (other than those contained in the preceding clauses (ii) and (iii)), when read without any exception or qualification as to materiality or Parent Company Material Adverse Effect, shall be true and correct as of the date of this Agreement and on and as of the Closing Date as if made on and as of such date (other than, in each case, representations and warranties which address matters only as of a certain date which shall be true and correct as of such certain date), except where the failure to be so true and correct would not, individually or in the aggregate with respect to all such failures, have a Parent Company Material Adverse Effect or reasonably be likely to materially adversely affect the ability of Parent and Merger Sub the Company to effect the Merger in accordance with this Agreement.

Performance of Obligations; Representations and Warranties. (i) Each of Parent and Merger Sub shall have performed in all material respects each of its agreements contained in this Agreement required to be performed on or prior to the Closing Date; (ii) the representations and warranties of Parent and Merger Sub contained in Section 2.8(a)(v) shall be true and correct in all respects as of the date of this Agreement and on and as of the Closing Date as if made on and as of such date; (iii) each of the representations and warranties of Parent and Merger Sub contained in Section 2.2(a) 2.2 (Capital Structure), Section 2.3 (Authority), Section 2.6 (Registration Statement and Joint Proxy Statement), Section 2.17 (Required Vote of Parent Stockholders) and Section 2.18 2.20 (State Takeover StatutesOperations of Sub) shall be true and correct in all material respects as of the date of this Agreement and on and as of the Closing Date as if made on and as of such date (other than, in each case, representations and warranties which address matters only as of a certain date which shall be true and correct in all material respects as of such certain date); and (iviii) each of the representations and warranties of Parent and Merger Sub contained in this Agreement (other than those contained in the preceding clauses (ii) and (iii)clause), when read without any exception or qualification as to materiality or Parent Material Adverse Effect, shall be true and correct as of the date of this Agreement and on and as of the Closing Date as if made on and as of such date (other than, in each case, representations and warranties which address matters only as of a certain date which shall be true and correct as of such certain date), except where the failure to be so true and correct would not, individually or in the aggregate with respect to all such failures, have a Parent Material Adverse Effect on Parent or reasonably be likely to materially adversely affect the ability of Parent and Merger Sub to effect the Merger in accordance with this Agreement, in the case of each of clauses (ii) and (iii) of this Section 6.2(a) except as contemplated or permitted by this Agreement, and the Company shall have received a certificate signed on behalf of Parent by its Chief Executive Officer and its Chief Financial Officer to such effect.

Performance of Obligations; Representations and Warranties. (i) Each of Parent and Merger Sub The Company shall have performed in all material respects each of its agreements contained in this Agreement required to be performed on or prior to the Closing Date; (ii) the representations and warranties of Parent and Merger Sub contained in Section 2.8(a)(v) shall be true and correct in all respects as of the date of this Agreement and on and as of the Closing Date as if made on and as of such date; (iii) each of the representations and warranties of Parent and Merger Sub the Company contained in Section 2.2(a) 3.2 (Capital Structure), Section 2.3 3.3 (Authority), Section 2.6 3.6 (Registration Statement and Joint Proxy Statement), Section 3.11(a)(ii) (Certain Agreements) (only insofar as such representation and warranty relates to contractual provisions that would be binding on Parent and its Subsidiaries (other than the Company and its Subsidiaries) after the Merger and the Subsequent Merger), Section 2.18 3.17 (State Takeover Statutes; Certain Charter Provisions), Section 3.18 (Required Vote of Company Stockholders) and Section 3.21 (Rights Agreement) shall be true and correct in all material respects as of the date of this Agreement Amendment Date and on and as of the Closing Date as if made on and as of such date (other than, in each case, representations and warranties which address matters only as of a certain date date, without regard for purposes of this parenthetical to the introductory paragraph to Article III, which shall be true and correct in all material respects as of such certain date); and (iviii) each of the representations and warranties of Parent and Merger Sub the Company contained in this Agreement (other than those contained listed in the preceding clauses clause (ii) and (iii)immediately above), when read without any exception or qualification as to materiality or Parent Material Adverse Effect, shall be true and correct as of the date of this Agreement Amendment Date and on and as of the Closing Date as if made on and as of such date (other than, in each case, representations and warranties which address matters only as of a certain date date, without regard for purposes of this parenthetical to the introductory paragraph to Article III, which shall be true and correct as of such certain date), except where the failure to be so true and correct would not, individually or in the aggregate with respect to all such failures, have a Parent Material Adverse Effect on the Company or reasonably be likely to materially adversely affect the ability of Parent and Merger Sub the Company to effect the Merger in accordance with this Agreement, in the case of each of clauses (ii) and (iii) of this Section 6.3(a) except as contemplated or permitted by this Agreement, and Parent shall have received a certificate signed on behalf of the Company by its Chief Executive Officer and its Chief Financial Officer to such effect.

Performance of Obligations; Representations and Warranties. (i) Each Subject to the terms and conditions set forth in this Section 19.1(a), each of Parent the Target Shareholders, the Target Companies, Xxxxx and Merger Sub the Company shall have performed and complied in all material respects each of its with all covenants and agreements contained in this Agreement that are required to be performed on or complied with by them prior to or at the Closing Date; (ii) Closing, and, except as otherwise provided below, each of the Target Shareholder's, each Principal's, the Company's and Xxxxx'x representations and warranties of Parent and Merger Sub contained in Section 2.8(a)(v) shall be true Article XI, XII and correct in all respects as of the date XIIA of this Agreement and on and Agreement, as of the Closing Date as if made on and as of such date; (iii) each of the representations and warranties of Parent and Merger Sub contained modified in accordance with Section 2.2(a) (Capital Structure)15.10, Section 2.3 (Authority), Section 2.6 (Registration Statement and Joint Proxy Statement) and Section 2.18 (State Takeover Statutes) shall be true and correct in all material respects (if not qualified by materiality) and in all respects (if qualified by materiality) as of the date of this Agreement and Closing Date as though made on and as of the Closing Date as if made on and as or (i) in the case of such date (other than, in each case, representations and warranties which address matters only made as of a certain specified date which earlier than the Closing Date, shall be have been true and correct in all material respects (if not qualified by materiality) and in all respects (if qualified by materiality) on and as of such certain date); date and (ivii) each solely for the purpose of this condition, in the case of the representations and warranties made in Sections 12.6(i) and 13.5(i), shall have been true and correct in all respects on and as of the date of this Agreement, and each of the Target Shareholders, the Target Companies, Xxxxx and the Company shall have delivered to Parent and Merger Sub contained a certificate, dated as of the Closing Date to such effect, substantially in the applicable form attached hereto as Exhibit E. Anything in this Agreement to the contrary notwithstanding, for purposes of this Section 19.1(a), if, and only if, (other than those i) (A) the Post-Signing Disclosure includes matters that, individually or in the aggregate, have or are reasonably likely to have a Material Adverse Effect on any Target Company or the Company or (B) the Post-Signing Disclosure includes matters that cause any representation or warranty contained in the preceding clauses (ii) and (iii))Article XII, when read without any exception Article XIIA or qualification as Article XIII of this Agreement to materiality or Parent Material Adverse Effect, shall fail to be true and correct as of the date of this Agreement Agreement, and on and as of (ii) Losses (the Closing Date as if made on and as of such date (other than, in each case, representations and warranties which address matters only as of a certain date which shall be true and correct as of such certain date"Post-Signing Losses") subject to indemnification pursuant to Section 20.2(a), except where the failure to be so true and correct would not, individually 20.2(b) or 20.2(c) of this Agreement resulting from such matters disclosed in the aggregate Post-Signing Disclosures with respect to all clauses (A) and (B) of this sentence are reasonably expected to be incurred in excess of $7,350,000, then this condition will be deemed not to be satisfied as the result of the matters disclosed in such failuresPost-Signing Disclosures; provided, have however, that if, upon written notification of Parent's intent not to close the transactions contemplated by this Agreement as a Parent Material Adverse Effect or reasonably result of the failure of this condition to be likely satisfied, the Target Shareholders and Xxxxx agree, in their sole discretion, to materially adversely affect increase the ability number of Parent Escrow Shares delivered to the Escrow Agent pursuant to Section 11.6 of this Agreement by the amount of Post-Signing Losses in excess of $7,350,000, then the parties agree that this condition will be deemed satisfied notwithstanding the matters disclosed with respect to clauses (A) and Merger Sub (B) of this sentence. If the parties to effect this Agreement are unable to agree the Merger in accordance with amount of the Post-Signing Losses, such amount shall be determined pursuant to Section 24.14 of this Agreement.

Performance of Obligations; Representations and Warranties. (i) Each of Parent and Merger Sub shall have performed in all material respects each of its agreements contained in this Agreement required to be performed on or prior to the Closing Date; (ii) the representations and warranties of Parent and Merger Sub contained in Section 2.8(a)(v) shall be true and correct in all respects as of the date of this Agreement and on and as of the Closing Date as if made on and as of such date; (iii) each of the representations and warranties of Parent and Merger Sub contained in Section 2.2(a) 2.2 (Capital Structure), Section 2.3 (Authority), Section 2.6 (Registration Statement and Joint Proxy Statement), Section 2.16 (Required Vote of Parent Stockholders) and Section 2.18 2.19 (State Takeover StatutesOperations of Sub) shall be true and correct in all material respects as of the date of this Agreement Amendment Date and on and as of the Closing Date as if made on and as of such date (other than, in each case, representations and warranties which address matters only as of a certain date date, without regard for purposes of this parenthetical to the introductory paragraph to Article II, which shall be true and correct in all material respects as of such certain date); and (iviii) each of the representations and warranties of Parent and Merger Sub contained in this Agreement (other than those contained listed in the preceding clauses clause (ii) and (iii)immediately above), when read without any exception or qualification as to materiality or Parent Material Adverse Effect, shall be true and correct as of the date of this Agreement Amendment Date and on and as of the Closing Date as if made on and as of such date (other than, in each case, representations and warranties which address matters only as of a certain date date, without regard for purposes of this parenthetical to the introductory paragraph to Article II, which shall be true and correct as of such certain date), except where the failure to be so true and correct would not, individually or in the aggregate with respect to all such failures, have a Parent Material Adverse Effect on Parent or reasonably be likely to materially adversely affect the ability of Parent and Merger Sub to effect the Merger in accordance with this Agreement, in the case of each of clauses (ii) and (iii) of this Section 6.2(a) except as contemplated or permitted by this Agreement, and the Company shall have received a certificate signed on behalf of Parent by its Chief Executive Officer and its Chief Financial Officer to such effect.

Performance of Obligations; Representations and Warranties. (i) Each of Parent and Merger Sub shall have performed in all material respects each of its agreements contained in this Agreement and the Indemnification Escrow Agreement required to be performed on at or prior to the Closing DateClosing; (ii) the representations and warranties of Parent and Merger Sub contained in Section 2.8(a)(v) shall be true and correct in all respects as of the date of this Agreement and on and as of the Closing Date as if made on and as of such date; (iii) each of the representations and warranties of Parent and Merger Sub contained in Section 2.2(a) (Capital Structure)this Agreement that is not qualified by materiality, Section 2.3 (Authority), Section 2.6 (Registration Statement and Joint Proxy Statement) and Section 2.18 (State Takeover Statutes) material adverse effect or similar variation thereof shall be true and correct in all material respects as of the date of this Agreement and on and as of the Closing Date as if made on and as of such date (other than, in each case, than any such representations and warranties which address matters only as of a certain date date, which shall be true and correct in all material respects as of such certain date); and ) (iviii) each of the representations and warranties of Parent and Merger Sub contained in this Agreement (other than those contained in the preceding clauses (ii) and (iii))that are qualified by materiality, when read without material adverse effect or any exception or qualification as to materiality or Parent Material Adverse Effect, variation thereof shall be true and correct as of the date of this Agreement and in all respects on and as of the Closing Date as if made on and as of such date (other than, in each case, than any such representations and warranties which address matters only as of a certain date date, which shall be true and correct in all respects as of such certain date), except where and (iv) the failure to be so true and correct would notCompany shall have received a certificate, individually or in dated as of the aggregate with respect to all such failuresClosing Date, have a Parent Material Adverse Effect or reasonably be likely to materially adversely affect the ability signed on behalf of Parent by a duly authorized officer of Parent, to such effect. For purposes of determining the accuracy of representations and Merger Sub warranties of Parent set forth in this Agreement for purposes of this Section 7.2(a), any update of or modification to effect the Merger in accordance with this Agreement.disclosure schedules of Parent made or purported to have been made after the date hereof (or any information provided by Parent under Section 5.1 or otherwise) shall be disregarded. REDACTED VERSION

Performance of Obligations; Representations and Warranties. (i) Each of Parent The Company and Merger Sub the Members shall have performed and complied with in all material respects each of its all covenants and agreements contained in this Agreement that are required to be performed on or complied with by them prior to or at the Closing Date; (ii) Closing, and each of the Members’ and the Control Members’ representations and warranties of Parent and Merger Sub contained in Section 2.8(a)(v) shall be true and correct in all respects as of the date of this Agreement and on and as of the Closing Date as if made on and as of such date; (iii) each of the representations and warranties of Parent and Merger Sub contained in Section 2.2(a) (Capital Structure), Section 2.3 (Authority), Section 2.6 (Registration Statement and Joint Proxy Statement) and Section 2.18 (State Takeover Statutes) shall be true and correct in all material respects (if not qualified by materiality or by reference to a Material Adverse Effect) and in all respects (if qualified by materiality or by reference to a Material Adverse Effect) as of the date of this Agreement and Closing Date as though made on and as of the Closing Date (except as if made on and as not otherwise prohibited under Article IV), or in the case of such date (other than, in each case, representations and warranties which address matters only made as of a certain specified date which earlier than the Closing Date, shall be true and correct in all material respects as of such certain date); and (iv) each of the representations and warranties of Parent and Merger Sub contained in this Agreement (other than those contained in the preceding clauses (ii) and (iii)), when read without any exception or qualification as to if not qualified by materiality or Parent by reference to a Material Adverse Effect, shall be true ) and correct as of the date of this Agreement and on and as of the Closing Date as in all respects (if made qualified by materiality or by reference to a Material Adverse Effect) on and as of such date (other thandate, in each case, representations and warranties which address matters only as of a certain date which shall be true and correct as of such certain date), case except where the failure to be so true and correct would notcorrect, without regard to any materiality or Material Adverse Effect qualifiers contained therein, could not reasonably be expected, either individually or in the aggregate aggregate, to have a Material Adverse Effect on the Company, and the Control Members shall have delivered a certificate, dated as of the Closing Date to such effect, substantially in the form of Exhibit E attached hereto and each of the Members, solely with respect to all their own representations and warranties contained in Section 2.1, shall have delivered a certificate, dated as of the closing date such failureseffect, have a Parent Material Adverse Effect or reasonably be likely to materially adversely affect substantially in the ability form of Parent and Merger Sub to effect the Merger in accordance with this AgreementExhibit F attached hereto.