Common use of Representations and Warranties; Performance Clause in Contracts

Representations and Warranties; Performance. The representations and warranties made by 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; Holdings shall 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 Date; Holdings shall have delivered to the Sellers a certificate of its President, dated the Closing Date, certifying to the fulfillment of the conditions set forth herein, in the form designated as Exhibit 8.1 and the other conditions contained in this Article VIII.

Representations and Warranties; Performance. The representations and warranties made by Holdings 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; Holdings the Sellers shall 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 Date; Holdings Sellers shall have, and shall have caused the President and chief financial officer of the Company to have delivered to the Sellers Holdings a certificate of its Presidentcertificate, dated the Closing Date, certifying to the fulfillment of the conditions set forth herein, in the form designated as Exhibit 8.1 7.1 hereto, certifying to such matters and the other conditions contained in this Article VIIIVII.

Representations and Warranties; Performance. The representations and warranties made by Holdings 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; Holdings Buyer shall have performed and complied with all material agreements, covenants and conditions required by this Agreement to be performed and complied with by it prior to the Closing Date; Holdings Buyer shall have delivered to the Sellers Seller a certificate of its Presidentcertificate, dated the Closing Date, certifying to the fulfillment of the conditions set forth herein, in the form designated as Exhibit 8.1 and the other conditions contained in this Article VIII.

Representations and Warranties; Performance. The representations and warranties made by Holdings 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; Holdings the Sellers shall 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 Date; Holdings Sellers shall have, and shall have caused the President and Chief Financial Officer of the Company to have delivered to the Sellers Buyer a certificate of its Presidentcertificate, dated the Closing Date, certifying to the fulfillment of the conditions set forth herein, in the form designated as Exhibit 8.1 such matters and the other conditions contained in this Article VIIIVII.

Representations and Warranties; Performance. The representations and warranties made by Holdings 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; Holdings Buyer shall have performed and complied with all material agreements, covenants and conditions required by this Agreement to be performed and complied with by it prior to the Closing Date; Holdings Buyer shall have delivered to the Sellers Company a certificate of its President, dated the Closing Date, certifying to the fulfillment of the conditions set forth herein, in the form designated as Exhibit 8.1 and the other conditions contained in this Article VIII.

Representations and Warranties; Performance. The representations and warranties made by Holdings the Company 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; Holdings the Company shall have performed and complied in all material respects with all material agreements, covenants and conditions required by this Agreement to be performed and complied with by it prior to the Closing Date; Holdings the Company shall have, and shall have caused a corporate officer of the Company to have delivered to the Sellers Buyer a certificate of its Presidentcertificate, dated the Closing Date, certifying to the fulfillment of the conditions set forth herein, in the form designated as on Exhibit 8.1 7.1, certifying to such matters and the other conditions contained in this Article VIIIVII.

Representations and Warranties; Performance. The representations and warranties made by Holdings 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; Holdings the Sellers shall 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 Date; Holdings the Sellers shall have, and shall have caused the President and chief financial officer of the Company to have delivered to the Sellers Holdings and Acquisition a certificate of its Presidentcertificate, dated the Closing Date, certifying to the fulfillment of the conditions set forth herein, in the form designated as Exhibit 8.1 7.1 hereto, certifying to such matters and the other conditions contained in this Article VIII7.

Representations and Warranties; Performance. The representations and warranties made by Holdings 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; Holdings Seller shall have performed and complied with all material agreements, covenants and conditions required by this Agreement to be performed and complied with by it them prior to the Closing Date; Holdings Seller shall have delivered to the Sellers Buyer a certificate of its Presidentcertificate, dated the Closing Date, certifying to the fulfillment of the conditions set forth herein, in the form designated as Exhibit 8.1 7.1, certifying to such matters and the other conditions contained in this Article VIIIVII.

Representations and Warranties; Performance. The ------------------------------------------- representations and warranties made by Holdings 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; Holdings the Sellers shall 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 Date; Holdings the Sellers shall have, and shall have caused the President and chief financial officer of the Company to have delivered to the Sellers Holdings and Acquisition a certificate of its Presidentcertificate, dated the Closing Date, certifying to the fulfillment of the conditions set forth herein, in the form designated as Exhibit 8.1 7.1 hereto, ----------- certifying to such matters and the other conditions contained in this Article VIII7.

Representations and Warranties; Performance. The representations and warranties made by Holdings 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; Holdings 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 it them prior to the Closing Date; Holdings Sellers shall have, and shall have caused the President and chief financial officer of FIR Group Companies to have delivered to the Sellers Holdings a certificate of its Presidentcertificate, dated the Closing Date, certifying to the fulfillment of the conditions set forth herein, in the form to be designated as Exhibit 8.1 K hereto, certifying to such matters and the other conditions contained in this Article VIII11.

Representations and Warranties; Performance. The representations and warranties made by Holdings 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; Holdings Seller shall have performed and complied with all agreements, covenants and conditions required by this Agreement to be performed and complied with by it Seller prior to the Closing Date; Holdings Seller shall have, and shall have caused the President and Chief Financial Officer of the Company to have, delivered to the Sellers Purchaser a certificate of its Presidentcertificate, dated the Closing Date, certifying to the fulfillment of the conditions set forth herein, in the form designated as Exhibit 8.1 EXHIBIT 7.1 hereto, certifying to such matters and the other conditions contained in this Article VIIIVII.

Representations and Warranties; Performance. The representations and warranties made by Holdings 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; Holdings the Sellers shall 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 Date; Holdings Sellers shall have, and shall have caused the President of ADCM to have delivered to the Sellers Holdings a certificate of its Presidentcertificate, dated the Closing Date, certifying to the fulfillment of the conditions set forth herein, in the form designated as Exhibit 8.1 7.1 hereto, certifying to such matters and the other conditions contained in this Article VIIIVII.

Representations and Warranties; Performance. The representations and warranties made by 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; Holdings shall 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 Date; Holdings shall have delivered to the Sellers a certificate of its Presidentthe President of Holdings, dated the Closing Date, certifying to the fulfillment of the conditions set forth herein, in the form designated as Exhibit 8.1 and the other conditions contained in this Article VIII.

Representations and Warranties; Performance. The representations and warranties made by 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; Holdings shall 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 Date; Holdings shall have delivered to the Sellers Seller a certificate of its President, dated the Closing Date, certifying to the fulfillment of the conditions set forth herein, in the form designated as Exhibit 8.1 and the other conditions contained in this Article VIII.