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

Performance of Obligations; Representations and Warranties. (i) The representations and warranties of the Company in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or Company Material Adverse Effect, which representations and warranties as so qualified shall be true in all respects) on and as of the date of this Agreement and on and as of the time the Amalgamation becomes effective as though such representations and warranties were made on and as of such time, except to the extent that any representations and warranties expressly relate to an earlier date in which case such representations and warranties shall be as of such earlier date, (ii) the Company shall have performed and complied in all material respects with all covenants, obligations and conditions of this Agreement required to be performed and complied with by the Company as of the time the Amalgamation becomes effective and (iii) Parent shall have received a certificate signed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer to such effect.

Performance of Obligations; Representations and Warranties. (i) The Company shall have performed 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. Each of the Company's representations and warranties contained in Section 2 of this Agreement to the extent it is qualified by Material Adverse Effect shall be true and correct and each of the Company in this Agreement Company's representations and warranties to the extent it is not so qualified by Material Adverse Effect, shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or Company Material Adverse Effectrespects, which representations and warranties as so qualified shall be true in all respects) each case, on and as of the date of this Agreement and on and as of Closing with the time the Amalgamation becomes effective same effect as though such representations and warranties were made on and as of such timethe Closing, except for changes permitted by this Agreement and except to the extent that any such representations and warranties expressly relate to an earlier date date, in which case such representations and warranties shall be as of such earlier date, (ii) the Company shall have performed . Lucent and complied in all material respects with all covenants, obligations and conditions of this Agreement required to be performed and complied with by the Company as of the time the Amalgamation becomes effective and (iii) Parent Acquisition shall have received a certificate dated the Closing Date and signed on behalf by the Chairman, President or a Vice-President of the Company by its Chief Executive Officer or its Chief Financial Officer to such effectCompany, certifying that, the conditions specified in this Section 6.2(a) have been satisfied.

Performance of Obligations; Representations and Warranties. (i) The Parent shall have performed and complied in all material respects each of its obligations and covenants contained in this Agreement, the Transaction Documents and the Related Agreements to which it is a party required to be performed at or prior to the Closing; (ii) each of the representations and warranties of the Company Parent contained in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or Company Material Adverse Effect, which representations and warranties as so qualified shall be true in all respects) on the date hereof and as of the date of this Agreement and on and Closing Date as of the time the Amalgamation becomes effective as though such representations and warranties were if made on and as of such time, except to the extent that any date (other than representations and warranties expressly relate to an earlier which address matters only as of a certain date which shall be true and correct as of such certain date), in which each case except as contemplated or permitted by this Agreement (it being understood that, for purposes of determining the accuracy of such representations and warranties in this Section 5.2(a), materiality qualifications contained in such representations and warranties shall be as of such earlier date, disregarded); and (iiiii) the Company shall have performed and complied in all material respects with all covenants, obligations and conditions of this Agreement required to be performed and complied with by the Company as of the time the Amalgamation becomes effective and (iii) Parent shall have received a certificate signed on behalf certificate, dated the Closing Date, from a duly authorized officer of the Company by its Chief Executive Officer or its Chief Financial Officer Parent to such effect.

Performance of Obligations; Representations and Warranties. (i) The representations and warranties of the Company in this Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or Company Material Adverse Effect, which representations and warranties as so qualified shall be true in all respects) on and as of the date of this Agreement and on and as of the time the Amalgamation becomes effective as though such representations and warranties were made on and as of such time, except to the extent that any representations and warranties expressly relate to an earlier date in which case such representations and warranties shall be as of such earlier date, (ii) the Company shall have performed and complied in all material respects with all covenants, obligations agreements and conditions of contained in this Agreement that are required to be performed and or complied with by it prior to or at the Company Closing. Each of the Company's representations and warranties contained in Section 2 of this Agreement shall be true and correct as of the date hereof and as of the Closing with the same effect as if made at and as of such time (except to the Amalgamation becomes effective extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct (iiiwithout giving effect to any limitation as to "materiality" or "Material Adverse Effect" set forth therein) Parent does not have, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Lucent and Acquisition shall have received a certificate dated the Closing Date and signed on behalf by the Chairman, President or a Vice-President of the Company by its Chief Executive Officer or its Chief Financial Officer to such effectCompany, certifying that, the conditions specified in this Section 6.2(a) have been satisfied.

Performance of Obligations; Representations and Warranties. (i) The Company shall have performed 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. Each of the Company's representations and warranties contained in Section 3 of this Agreement to the extent it is qualified by Material Adverse Effect or materiality shall be true and correct, and each of the Company in this Agreement Company's representations and warranties to the extent it is not so qualified by Material Adverse Effect or materiality shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or Company Material Adverse Effectrespects, which representations and warranties as so qualified shall be true in all respects) each case, on and as of the date of this Agreement and on and as of Closing with the time the Amalgamation becomes effective same effect as though such representations and warranties were made on and as of such timethe Closing, except for changes permitted by this Agreement and except to the extent that any representations and warranties expressly relate to an earlier date date, in which case such representations and warranties shall be as of such earlier date, (ii) the Company shall have performed . Lucent and complied in all material respects with all covenants, obligations and conditions of this Agreement required to be performed and complied with by the Company as of the time the Amalgamation becomes effective and (iii) Parent Acquisition shall have received a certificate dated the Closing Date and signed on behalf by the Chairman, President or a Vice-President of the Company by its Chief Executive Officer or its Chief Financial Officer to such effectCompany, certifying that, the conditions specified in this Section 6.2(a) and Section 6.2(d) have been satisfied.

Performance of Obligations; Representations and Warranties. (i) The Company and the Stockholder shall have performed 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 them prior to or at the Closing. Each of the Company's and the Stockholder's representations and warranties contained in Section 3 of this Agreement to the extent it is qualified by Material Adverse Effect or materiality and the representations contained in Sections 3.19 and 3.31 shall be true and correct and each of the Company in this Agreement Company's and the Stockholder's representations and warranties to the extent it is not so qualified by Material Adverse Effect or materiality, shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or Company Material Adverse Effectrespects, which representations and warranties as so qualified shall be true in all respects) each case, on and as of the date of this Agreement and on and as of Closing with the time the Amalgamation becomes effective same effect as though such representations and warranties were made on and as of such timethe Closing, except for changes permitted by this Agreement and except to the extent that any such representations and warranties expressly relate to an earlier date date, in which case such representations and warranties shall be as of such earlier date, (ii) the Company shall have performed . Acquisition and complied in all material respects with all covenants, obligations and conditions of this Agreement required to be performed and complied with by the Company as of the time the Amalgamation becomes effective and (iii) Parent Lucent shall have received a certificate dated the Closing Date and signed on behalf by the Stockholder and the President of the Company by its Chief Executive Officer or its Chief Financial Officer to such effectCompany, certifying that, the conditions specified in this Section 6.2(a) have been satisfied.