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

Performance of Obligations; Representations and Warranties. Each of the Buyer Parties shall have performed in all material respects and complied in all material respects with all agreements and conditions contained in this Agreement that are required to be performed or complied with by it prior to or at the Closing. The Buyer Parties’ representations and warranties contained in Section 3.9 of this Agreement shall be true and correct in all material respects as of the Closing with the same effect as though such representations and warranties were made on and as of the Closing, and each of the representations and warranties of the Buyer Parties contained in each other section of Article III of this Agreement shall be true and correct in all respects as of the Closing with the same effect as though such representations and warranties were made on and as of the Closing, except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date and except where the failure of such representation and warranty to be true and correct in all respects would not have and would not be reasonably likely to result in a Ciena Material Adverse Effect, provided that any such representation and warranty that is itself qualified as to materiality shall not be deemed so qualified for purposes of this condition. The Company shall have received certificates dated the Closing Date and signed by the Chairman, President or a Senior Vice-President of Ciena, certifying that the conditions specified in this Section 5.3(a) have been satisfied.

Performance of Obligations; Representations and Warranties. (i) Each of the Buyer Parties Parent and Acquisition Sub shall have performed in all material respects and complied in all material respects with all each of its agreements and conditions covenants contained in this Agreement that are required to be performed on or complied with by it prior to or at the Closing. The Buyer Parties’ representations and warranties contained in Section 3.9 of this Agreement shall be true and correct in all material respects as of the Closing with the same effect as though such representations and warranties were made on and as of the ClosingEffective Time, and (ii) each of the representations and warranties of the Buyer Parties Parent and Acquisition Sub contained in each other section this Agreement shall have been true and correct on and as of Article III the date of this Agreement and on and as of Effective Time as if made as of such time (other than representations and warranties which address matters only as of a certain date other than the date hereof, which shall be true and correct in all respects as of the Closing with the same effect as though such certain date), except that any inaccuracies in such representations and warranties were made on will be disregarded if, after aggregating all inaccuracies of such representations and warranties as of the date of this Agreement and as of the ClosingEffective Time (without duplication), except to such inaccuracies do not constitute a Material Adverse Effect on Parent as of the extent that Effective Time (it being understood that, for purposes of determining the accuracy of such representations and warranties expressly relate to an earlier datewarranties, (i) all "Material Adverse Effect" qualifications and other materiality qualifications contained in which case such representations and warranties shall be true and correct in all respects as of such earlier date and except where the failure of such representation and warranty to be true and correct in all respects would not have and would not be reasonably likely to result in a Ciena Material Adverse Effect, provided that any such representation and warranty that is itself qualified as to materiality shall not be deemed so qualified for purposes of this conditiondisregarded). The Company shall have received certificates dated the Closing Date signed on behalf of each of Parent and signed Acquisition Sub by the Chairman, President or a Senior Vice-President one of Ciena, certifying that the conditions specified in this Section 5.3(a) have been satisfiedits officers to such effect.

Performance of Obligations; Representations and Warranties. Each of the Buyer Parties The Company shall have performed in all material respects each of its agreements contained in this Agreement required to be performed at or prior to the Effective Time, each of the representations and complied in all material respects with all agreements and conditions warranties of the Company contained in this Agreement that are required is qualified as to materiality shall be performed or complied with by it prior to or true and correct at and as of the Closing. The Buyer Parties’ Effective Time as if made at and as of such time (other than representations and warranties contained which address matters only as of a certain date, which shall be true and correct as of such certain date), except for actions taken, obligations incurred or agreements entered into as permitted by Section 4.1 or resulting from any transaction consented to in Section 3.9 writing by Parent, and each of this Agreement the representations and warranties that is not so qualified shall be true and correct in all material respects at and as of the Effective Time as if made on and as of such date (other than 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), except for actions taken, obligations incurred or agreements entered into as permitted by Section 4.1 or resulting from any transaction consented to in writing by Parent, and the Closing with representation as to the same effect as though such representations and warranties were made on and as accuracy of the Closing, and each of the representations and warranties of the Buyer Parties contained Company Tax Certificate described in each other section of Article III of this Agreement Section 3.9 shall be true and correct in all respects as of the Closing with the same effect as though such representations and warranties were made on at and as of the Closing, except to the extent that such representations Effective Time as if made at and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date time, and except where the failure of such representation and warranty to be true and correct in all respects would not have and would not be reasonably likely to result in a Ciena Material Adverse Effect, provided that any such representation and warranty that is itself qualified as to materiality shall not be deemed so qualified for purposes of this condition. The Company Parent shall have received certificates dated a certificate signed on behalf of the Closing Date Company by its Chief Executive Officer and signed by the Chairman, President or a Senior Vice-President of Ciena, certifying that the conditions specified in this Section 5.3(a) have been satisfiedits Chief Financial Officer to such effect.

Performance of Obligations; Representations and Warranties. Each of the Buyer Parties (i) The Company shall have performed in all material respects each of its covenants and complied in all material respects with all agreements and conditions contained in this Agreement that are required to be performed on or complied with by it prior to or at the Closing. The Buyer Parties’ Effective Time, and (ii) each of the representations and warranties of the Company contained in this Agreement, as amended by the Company Disclosure Schedule, shall have been true and correct when made, and shall be true and correct on and as of the date of this Agreement and on and as of the Effective Time as if made as of such time (other than representations and warranties which address matters only as of a certain date other than the date hereof, which shall be true and correct as of such certain date), except that any inaccuracies in such representations and warranties (other than the representations and warranties contained in Section 3.9 of this Agreement 3.5(b), which shall be true and correct in all material respects as of the Closing with the same effect as though such date) will be disregarded if, after aggregating all inaccuracies of such representations and warranties were made on as of the date of this Agreement and as of the ClosingEffective Time (without duplication), and each of such inaccuracies do not constitute a Material Adverse Effect on the representations and warranties of the Buyer Parties contained in each other section of Article III of this Agreement shall be true and correct in all respects Company as of the Closing with Effective Time (it being understood that, for purposes of determining the same effect as though accuracy of such representations and warranties were made on warranties, (i) all "Material Adverse Effect" qualifications and as of the Closing, except to the extent that such representations and warranties expressly relate to an earlier date, other materiality qualifications contained in which case such representations and warranties shall be true and correct in all respects as of such earlier date and except where the failure of such representation and warranty to be true and correct in all respects would not have and would not be reasonably likely to result in a Ciena Material Adverse Effect, provided that any such representation and warranty that is itself qualified as to materiality shall not be deemed so qualified for purposes of this conditiondisregarded). The Company Parent shall have received certificates dated a certificate signed on behalf of the Closing Date and signed Company by the Chairman, President its Chief Executive Officer or a Senior Vice-President of Ciena, certifying that the conditions specified in this Section 5.3(a) have been satisfiedits Chief Financial Officer to such effect.

Performance of Obligations; Representations and Warranties. Each of the Buyer Parties The Company shall have performed in all material respects each of its covenants and complied agreements contained in all material respects with all agreements this Agreement required to be performed on or prior to the Effective Time, each of the representations and conditions warranties of the Company contained in this Agreement that are required to is qualified by materiality shall have been true and correct when made, and shall be performed or complied with by it prior to or at true and correct on and as of the Closing. The Buyer Parties’ Effective Time as if made on and as of such date (other than representations and warranties contained which address matters only as of a certain date which shall be true and correct as of such certain date), each of the representations and warranties that is not so qualified shall have been true and correct in Section 3.9 all material respects when made, and shall be true and correct in all material respects on and as of this Agreement the Effective Time as if made on and as of such date (other than 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), in each case except as contemplated or permitted by this Agreement, provided, however, that for the Closing with purpose of this Section 6.3(a) and of Section 7.1(c), in the same effect as though such representations and warranties were made on and as of the Closing, and each case of the representations and warranties of made in Section 3.7 hereof relating to the Buyer Parties contained in each other section of Article III period between the date of this Agreement shall be true and correct in all respects as of the Closing with the same effect as though such representations and warranties were made on and as of the ClosingEffective Time, except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall only be deemed to not be true and correct in all respects if the aggregate effect of the matters as of such earlier date and except where the failure of such representation and warranty to be which they are not true and correct in all respects would not have and would not be reasonably likely to result in constitute a Ciena Post Signing Material Adverse Effect, provided that any such representation and warranty that is itself qualified Change as to materiality shall not be deemed so qualified for purposes of this conditiondefined in Section 6.3(e) hereof. The Company Parent shall have received certificates dated a certificate signed on behalf of the Closing Date Company by its Chief Executive Officer and signed by the Chairman, President or a Senior Vice-President of Ciena, certifying that the conditions specified in this Section 5.3(a) have been satisfiedits Chief Financial Officer to such effect.

Performance of Obligations; Representations and Warranties. Each of the Buyer Parties (i) The Company shall have performed in all material respects each of its agreements contained in this Agreement and complied in all material respects with all agreements the Indemnification Escrow Agreement required to be performed at or prior to the Closing; (ii) each of the representations and conditions warranties of the Company contained in this Agreement that are required to is not qualified by materiality, material adverse effect or similar variation thereof shall be performed or complied with by it prior to or at true and correct in all material respects on and as of the Closing. The Buyer Parties’ Closing Date as if made on and as of such date (other than any such representations and warranties contained in Section 3.9 which address matters only as of this Agreement a certain date which shall be true and correct in all material respects as of the Closing with the same effect as though such representations certain date) and warranties were made on and as of the Closing, and (iii) each of the representations and warranties of the Buyer Parties Company contained in each other section of Article III of this Agreement that are qualified by materiality, material adverse effect or any variation thereof shall be true and correct in all respects on and as of the Closing with the same effect Date as though such representations and warranties were if made on and as of the Closing, except to the extent that such date (other than any such representations and warranties expressly relate to an earlier which address matters only as of a certain date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date certain date), and except where (iv) Parent shall have received a certificate, dated as of the failure Closing Date signed on behalf of the Company by a duly authorized officer, to such representation effect. For purposes of determining the accuracy of representations and warranty to be true and correct warranties of the Company set forth in all respects would not have and would not be reasonably likely to result in a Ciena Material Adverse Effect, provided that any such representation and warranty that is itself qualified as to materiality shall not be deemed so qualified this Agreement for purposes of this condition. The Section 7.3(a), any update of or modification to the disclosure schedules of the Company shall made or purported to have received certificates dated been made after the Closing Date and signed date hereof (or any information provided by the Chairman, President Company under Section 4.2 hereof or a Senior Vice-President of Ciena, certifying that the conditions specified in this Section 5.3(aotherwise) have been satisfiedshall be disregarded.