Common use of Representations and Warranties; Performance Clause in Contracts

Representations and Warranties; Performance. Each of the representations and warranties made by the Purchaser herein will be true and correct in all material respects as of the Closing with the same effect as though made at that time except for changes contemplated, permitted, or required by this Agreement; the Purchaser will have performed and complied with all agreements, covenants, and conditions required by this Agreement to be performed and complied with by it prior to the Closing; and the Seller will have received, at the Closing, a certificate of the Purchaser, signed by the President and the Secretary or the Chief Financial Officer of the Purchaser, stating that each of the representations and warranties made by the Purchaser herein is true and correct in all material respects as of the Closing except for changes contemplated, permitted, or required by this Agreement and that the Purchaser has performed and complied with all agreements, covenants, and conditions required by this Agreement to be performed and complied with by it prior to the Closing.

Representations and Warranties; Performance. Each of the representations and warranties made by the Purchaser herein will be true and correct in all material respects as of the Closing Completion Date with the same effect as though made at that time except for changes contemplated, permitted, permitted or required by this Agreement; the Purchaser will have performed and complied with all agreements, covenants, covenants and conditions required by this Agreement to be performed and complied with by it prior to the ClosingCompletion Date; and the Seller Vendor will have received, received at the Closing, Closing a certificate of the Purchaser, Purchaser signed by the President and the Secretary or the Chief Financial Officer of the Purchaser, Purchaser stating that each of the representations and warranties made by the Purchaser herein is true and correct in all material respects as of the Closing except for changes contemplated, permitted, permitted or required by this Agreement and that the Purchaser has performed and complied with all agreements, covenants, covenants and conditions required by this Agreement to be performed and complied with by it prior to the Closing.

Representations and Warranties; Performance. Each of the ------------------------------------------- representations and warranties made by the Purchaser herein will be true and correct in all material respects as of the Closing with the same effect as though made at that time except for changes contemplated, permitted, or required by this Agreement; the Purchaser will have performed and complied with all agreements, covenants, and conditions required by this Agreement to be performed and complied with by it prior to the Closing; and the Seller will have received, at the Closing, a certificate of the Purchaser, signed by the President and the Secretary or the Chief Financial Officer of the Purchaser, stating that each of the representations and warranties made by the Purchaser herein is true and correct in all material respects as of the Closing except for changes contemplated, permitted, or required by this Agreement and that the Purchaser has performed and complied with all agreements, covenants, and conditions required by this Agreement to be performed and complied with by it prior to the Closing.

Representations and Warranties; Performance. Each of the representations and warranties made herein by the Purchaser herein will shall be true and correct in all material respects as of the Closing with the same effect as though made at that time except for changes contemplated, permitted, permitted or required by this Agreement; the Purchaser will have materially performed and complied with all agreements, covenants, and conditions required by this Agreement to be performed and complied with by it prior to the Closing; and the Seller Sellers will have received, at the Closing, a certificate of the Purchaser, signed by the President and the Secretary or the Chief Financial Officer an authorized officer of the Purchaser, stating that each of the representations and warranties made herein by the Purchaser herein is true and correct in all material respects as of the Closing except for changes contemplated, permitted, or required by this Agreement and that the Purchaser has materially performed and complied with all agreements, covenants, and conditions required by this Agreement to be performed and complied with by it prior to the Closing.

Representations and Warranties; Performance. Each of the ------------------------------------------- representations and warranties made by the Purchaser Corporation herein will be true and correct in all material respects as of the Closing with the same effect as though made at that time except for changes contemplated, permitted, or required by this Agreement; Seller and the Purchaser Corporation will have performed and complied with all agreements, covenants, and conditions required by this Agreement to be performed and complied with by it them prior to the Closing; and the Seller Purchaser will have received, at the Closing, a certificate of the PurchaserCorporation and Seller, signed by the President and the Secretary or the Chief Financial Officer of the PurchaserCorporation and Seller, stating that each of the representations and warranties made by the Purchaser Corporation herein is true and correct in all material respects as of the Closing except for changes contemplated, permitted, or required by this Agreement and that Seller and the Purchaser has Corporation have performed and complied with all agreements, covenants, and conditions required by this Agreement to be performed and complied with by it them prior to the Closing.

Representations and Warranties; Performance. Each of the ------------------------------------------- representations and warranties made by the Purchaser Seller herein will be true and correct in all material respects as of the Closing with the same effect as though made at that time except for changes contemplated, permitted, or required by this Agreement; the Purchaser Seller will have performed and complied with all agreements, covenants, and conditions required by this Agreement to be performed and complied with by it prior to the Closing; and the Seller Purchaser will have received, at the Closing, a certificate of the PurchaserSeller, signed by the President and the Secretary or the Chief Financial Officer of the PurchaserSeller, stating that each of the representations and warranties made by the Purchaser Seller herein is true and correct in all material respects as of the Closing except for changes contemplated, permitted, or required by this Agreement and that the Purchaser Seller has performed and complied with all agreements, covenants, and conditions required by this Agreement to be performed and complied with by it them prior to the Closing.

Representations and Warranties; Performance. Each of the representations Representations and warranties made by the Purchaser herein will be true and correct in all material respects as of the Closing with the same effect as though made at that time except for changes contemplated, permitted, permitted or required by this Agreement; the Purchaser will have performed and complied with all agreements, covenants, and conditions required by this Agreement to be performed and complied with by it them prior to the Closing; and the each of Seller and Lender will have received, at the Closing, a certificate of Purchaser in the Purchaserform of Exhibit K, signed by the President and the Secretary or the Chief Financial Officer other authorized agent of the Purchaser, stating that each of the representations and warranties made by the Purchaser herein is true and correct in all material respects as of the Closing Closing, except for changes contemplated, permitted, permitted or required by this Agreement Agreement, and that the Purchaser has performed and complied with all agreements, covenants, covenants and conditions required by this Agreement to be performed and complied with by it them prior to the Closing.

Representations and Warranties; Performance. Each of the representations and warranties made by the Purchaser herein will be true and correct in all material respects as of the Closing with the same effect as though made at that time except for changes contemplated, permitted, or required by this Agreement; the Purchaser will have performed and complied with all agreements, covenants, and conditions required by this Agreement to be performed and complied with by it prior to the Closing; and the Seller will have received, at the Closing, a certificate of the Purchaser, signed by the President and the Secretary or the Chief Financial Officer of the Purchaser, stating that each of the representations and warranties made by the Purchaser herein is true and correct in all material respects as of the Closing except for changes contemplated, permitted, or required by this Agreement and that the Purchaser has performed and complied with all agreements, covenants, and conditions required by this Agreement to be performed and complied with by it prior to the Closing.

Representations and Warranties; Performance. Each of the representations and warranties made by the Purchaser herein will be true and correct in all material respects as of the Closing with the same effect as though made at that time except for changes contemplated, permitted, or required by this Agreement; the Purchaser will have performed and complied with all agreements, covenants, and conditions required by this Agreement to be performed and complied with by it prior to the ClosingCompletion Date; and the Seller Xx. Xxxxx, Xx. Xxxxx and Xx. Xxxxx will have received, at the ClosingCompletion Date, a certificate of the Purchaser, signed by the President and the Secretary or the Chief Financial Officer of the Purchaser, stating that each of the representations and warranties made by the Purchaser herein is true and correct in all material respects as of the Closing Completion Date except for changes contemplated, permitted, or required by this Agreement and that the Purchaser has performed and complied with all agreements, covenants, and conditions required by this Agreement to be performed and complied with by it prior to the ClosingCompletion Date.

Representations and Warranties; Performance. Each of the representations ---------------------------------------------- Representations and warranties made by the Purchaser herein will be true and correct in all material respects as of the Closing with the same effect as though made at that time except for changes contemplated, permitted, permitted or required by this Agreement; the Purchaser will have performed and complied with all agreements, covenants, and conditions required by this Agreement to be performed and complied with by it them prior to the Closing; and the Seller will have received, at the Closing, a certificate of the Purchaser, signed by the President and the Secretary or the Chief Financial Officer of the Purchaser, stating that each of the representations and warranties made by the Purchaser herein is true and correct in all material respects as of the Closing Closing, except for changes contemplated, permitted, permitted or required by this Agreement Agreement, and that the Purchaser has performed and complied with all agreements, covenants, covenants and conditions required by this Agreement to be performed and complied with by it them prior to the Closing.

Representations and Warranties; Performance. Each of the representations and warranties made by the Purchaser Company and Shareholder herein will be true and correct in all material respects as of the Closing with the same effect as though made at that time except for changes contemplated, permitted, or required by this Agreement; Shareholder and the Purchaser Company will have performed and complied with all agreements, covenants, and conditions required by this Agreement to be performed and complied with by it them prior to the Closing; and the Seller Netivation will have received, at the Closing, a certificate of the PurchaserCompany and Shareholder, signed by in the President and the Secretary or the Chief Financial Officer of the Purchaserform attached hereto as Exhibit 8.1, stating that each of the representations and warranties made by the Purchaser Company and Shareholder herein is are true and correct in all material respects as of the Closing except for changes contemplated, permitted, or required by this Agreement and that Shareholder and the Purchaser has Company have performed and complied with all agreements, covenants, and conditions required by this Agreement to be performed and complied with by it them prior to the Closing.

Representations and Warranties; Performance. Each of the representations and warranties made by the Purchaser Buyer herein will be true and correct in all material respects as of the Closing with the same effect as though made at that time except for changes contemplated, permitted, or required by this Agreement; the Purchaser Buyer will have performed and complied with all agreements, covenants, and conditions required by this Agreement to be performed and complied with by it prior to the Closing; and the Seller will have received, at the Closing, a certificate of the PurchaserBuyer, signed by the President and the Secretary or the Chief Financial Officer of the PurchaserBuyer, stating that each of the representations and warranties made by the Purchaser Buyer herein is true and correct in all material respects as of the Closing except for changes contemplated, permitted, or required by this Agreement and that the Purchaser Buyer has performed and complied with all agreements, covenants, and conditions required by this Agreement to be performed and complied with by it prior to the Closing.

Representations and Warranties; Performance. Each of the representations and warranties made by the Purchaser Company herein will be true and correct in all material respects as of the Closing with the same effect as though made at that time except for changes contemplated, permitted, or required by this Agreement; the Purchaser Seller and tile Company will have performed and complied with all agreements, covenants, and conditions required by this Agreement to be performed and complied with by it them prior to the Closing; and the Seller Buyer will have received, at the Closing, a certificate of the PurchaserCompany and Seller, signed by the President and the Secretary or the Chief Financial Officer of the PurchaserCompany and Seller, stating that each of the representations and warranties made by the Purchaser Company herein is true and correct in all material respects as of the Closing except for changes contemplated, permitted, or required by this Agreement and that Seller and the Purchaser has Company have performed and complied with all agreements, covenants, and conditions required by this Agreement to be performed and complied with by it them prior to the Closing.

Representations and Warranties; Performance. Each of the ---------------------------------------------- representations and warranties made by the Purchaser herein will be true and ------ correct in all material respects as of the Closing with the same effect as though made at that time except for changes contemplated, permitted, permitted or required by this Agreement; the Purchaser will have performed and complied with all agreements, covenants, covenants and conditions required by this Agreement to be performed and complied with by it prior to the Closing; and the Seller will have received, at the Closing, a certificate of the Purchaser, signed by the President and the Secretary or the Chief Financial Officer of the Purchaser, stating that each of the representations and warranties made by the Purchaser herein is true and correct in all material respects as of the Closing except for changes contemplated, permitted, permitted or required by this Agreement and that the Purchaser has performed and complied with all agreements, covenants, covenants and conditions required by this Agreement to be performed and complied with by it prior to the Closing.