Common use of Representations and Warranties; Performance Clause in Contracts

Representations and Warranties; Performance. The representations and warranties made by the Sellers herein shall be true and correct on the date of this Agreement and on the Closing Date with the same effect as though made on such date; the Sellers shall have performed and complied with all agreements, covenants and conditions required by this Agreement to be performed and complied with by them prior to the Closing Date; Sellers shall have, and shall have caused the President and chief financial officer of the Company to have delivered to Holdings a certificate, dated the Closing Date, in the form designated Exhibit 7.1 hereto, certifying to such matters and the other conditions contained in this Article VII.

Representations and Warranties; Performance. The representations and warranties made by the Sellers Holdings herein shall be true and correct on the date of this Agreement and on the Closing Date with the same effect as though made on such date; the Sellers Holdings shall have performed and complied with all agreements, covenants and conditions required by this Agreement to be performed and complied with by them it prior to the Closing Date; Sellers Holdings shall have, and shall have caused the President and chief financial officer of the Company to have delivered to Holdings the Sellers a certificatecertificate of its President, dated the Closing Date, certifying to the fulfillment of the conditions set forth herein, in the form designated as Exhibit 7.1 hereto, certifying to such matters 8.1 and the other conditions contained in this Article VIIVIII.

Representations and Warranties; Performance. The representations and warranties made by the Sellers herein shall be true and correct on the date of this Agreement and on the Closing Date with the same effect as though made on such date; the Sellers shall have performed and complied with all agreements, covenants and conditions required by this Agreement to be performed and complied with by them prior to the Closing Date; Sellers shall have, and shall have caused the President and chief financial officer of the Company ADCM to have delivered to Holdings a certificate, dated the Closing Date, in the form designated Exhibit 7.1 hereto, certifying to such matters and the other conditions contained in this Article VII.

Representations and Warranties; Performance. The representations and warranties made by the Sellers herein shall be true and correct on the date of this Agreement and on the Closing Date with the same effect as though made on such date; the Sellers shall have performed and complied with all agreements, covenants and conditions required by this Agreement to be performed and complied with by them prior to the Closing Date; the Sellers shall have, and shall have caused the President and chief financial officer of the Company to have delivered to Holdings and Acquisition a certificate, dated the Closing Date, in the form designated Exhibit 7.1 hereto, certifying to such matters and the other conditions contained in this Article VII7.

Representations and Warranties; Performance. The representations and warranties made by the Sellers Seller herein shall be true and correct in all material respects on the date of this Agreement and on the Closing Date with the same effect as though made on such date; the Sellers Seller shall have performed and complied with all material agreements, covenants and conditions required by this Agreement to be performed and complied with by them prior to the Closing Date; Sellers Seller shall have, and shall have caused the President and chief financial officer of the Company to have delivered to Holdings Buyer a certificate, dated the Closing Date, in the form designated Exhibit 7.1 hereto7.1, certifying to such matters and the other conditions contained in this Article VII.

Representations and Warranties; Performance. The representations and warranties made by the Sellers herein shall be true and correct in all material respects on the date of this Agreement and on the Closing Date with the same effect as though made on such date; the Sellers shall have performed and complied with all material agreements, covenants and conditions required by this Agreement to be performed and complied with by them prior to the Closing Date; Sellers shall have, and shall have caused the President and chief financial officer of the Company FIR Group Companies to have delivered to Holdings a certificate, dated the Closing Date, in the form to be designated Exhibit 7.1 K hereto, certifying to such matters and the other conditions contained in this Article VII11.

Representations and Warranties; Performance. The representations and warranties made by the Sellers Seller herein shall be true and correct on the date of this Agreement and on the Closing Date with the same effect as though made on such date; the Sellers Seller shall have performed and complied with all agreements, covenants and conditions required by this Agreement to be performed and complied with by them Seller prior to the Closing Date; Sellers Seller shall have, and shall have caused the President and chief financial officer Chief Financial Officer of the Company to have have, delivered to Holdings Purchaser a certificate, dated the Closing Date, in the form designated Exhibit EXHIBIT 7.1 hereto, certifying to such matters and the other conditions contained in this Article VII.

Representations and Warranties; Performance. The representations and warranties made by the Sellers Buyer herein shall be true and correct in all material respects on the date of this Agreement and on the Closing Date with the same effect as though made on such date; the Sellers Buyer shall have performed and complied with all material agreements, covenants and conditions required by this Agreement to be performed and complied with by them it prior to the Closing Date; Sellers Buyer shall have, and shall have caused the President and chief financial officer of the Company to have delivered to Holdings the Company a certificatecertificate of its President, dated the Closing Date, certifying to the fulfillment of the conditions set forth herein, in the form designated as Exhibit 7.1 hereto, certifying to such matters 8.1 and the other conditions contained in this Article VIIVIII.

Representations and Warranties; Performance. The representations and warranties made by Seller and the Sellers Stockholders herein shall be true and correct on the date of this Agreement and on the Closing Date with the same effect as though made on such date; Seller and the Sellers Stockholders shall have substantially performed and complied with all agreements, covenants and conditions required by this Agreement to be performed and complied with by them prior to the Closing Date; Sellers the Stockholders shall have, and shall have caused the President and chief financial officer Chief Financial Officer of the Company Seller to have delivered to Holdings a certificate, dated the Closing Date, in the form designated Exhibit 7.1 hereto, certifying to such matters and the other conditions contained in this Article VII.

Representations and Warranties; Performance. The ------------------------------------------- representations and warranties made by the Sellers herein shall be true and correct on the date of this Agreement and on the Closing Date with the same effect as though made on such date; the Sellers shall have performed and complied with all agreements, covenants and conditions required by this Agreement to be performed and complied with by them prior to the Closing Date; the Sellers shall have, and shall have caused the President and chief financial officer of the Company to have delivered to Holdings and Acquisition a certificate, dated the Closing Date, in the form designated Exhibit 7.1 hereto, ----------- certifying to such matters and the other conditions contained in this Article VII7.

Representations and Warranties; Performance. The representations and -------------------------------------------- warranties made by the Companies and the Sellers herein shall be true and correct in all material respects on the date of this Agreement and on the Closing Date with the same effect as though made on such date; the Sellers shall have performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed and complied with by them prior to the Closing Date; the Sellers shall have, and shall have caused the President and chief financial officer of the Company Holding to have delivered to Holdings Buyer a certificate, dated the Closing Date, in the form designated Exhibit 7.1 hereto, certifying to such ----------- matters and the other conditions contained in this Article VII.. -----------

Representations and Warranties; Performance. The representations and warranties made by the Sellers Buyer herein shall be true and correct in all material respects on the date of this Agreement and on the Closing Date with the same effect as though made on such date; the Sellers Buyer shall have performed and complied with all material agreements, covenants and conditions required by this Agreement to be performed and complied with by them it prior to the Closing Date; Sellers Buyer shall have, and shall have caused the President and chief financial officer of the Company to have delivered to Holdings Seller a certificate, dated the Closing Date, certifying to the fulfillment of the conditions set forth herein, in the form designated as Exhibit 7.1 hereto, certifying to such matters 8.1 and the other conditions contained in this Article VIIVIII.

Representations and Warranties; Performance. The representations and warranties made by the Sellers herein shall be true and correct on the date of this Agreement and on the Closing Date with the same effect as though made on such date; the Sellers shall have performed and complied with all agreements, covenants and conditions required by this Agreement to be performed and complied with by them prior to the Closing Date; Sellers shall have, and shall have caused the President and chief financial officer Chief Financial Officer of the Company to have delivered to Holdings Buyer a certificate, dated the Closing Date, in the form designated Exhibit 7.1 hereto, certifying to such matters and the other conditions contained in this Article VII.