Common use of Representations, Performance Clause in Contracts

Representations, Performance. The representations and warranties of Seller contained in this Agreement and in any certificate delivered pursuant hereto shall be true and correct (except in the case of any of the Qualified Reps, without giving effect to any qualifications or limitations as to materiality or Material Adverse Effect (which instead shall be read as an adverse effect) set forth therein) as of the date hereof and as of the Closing Date as if they were made on and as of the Closing Date, except for such representations and warranties that speak to an earlier date (in which case, such representations and warranties shall be true and correct as of such earlier date), in each case except where the failure of such representations and warranties to be true and correct, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect; provided that the representations and warranties in Section 2.4(a) (subsection (a) to Capitalization; Title to Shares), Section 2.5(e) (subsection (e) to Transferred Subsidiaries; Ownership Interests), and Section 2.34 (Finders’ Fees) shall be true and correct in all material respects as of the date hereof and as of the Closing Date as if they were made on and as of the Closing Date. Seller shall have in all material respects duly performed and complied with all agreements and covenants required by this Agreement to be performed or complied with by Seller at or prior to the Closing. Seller shall have delivered to Buyer a certificate dated the Closing Date and signed by a duly authorized officer to the effect set forth above in this Section 6.2(a).

Representations, Performance. (a) The representations and warranties set forth in Sections 2.4 and 2.5 (i) shall have been true and correct at and as of Seller contained the date hereof, provided that if any such representation and warranty shall not have been true and correct at and as of the date hereof, MGI, upon written notice (which shall identify such representation and warranty and describe the respect in which it shall not have been so true and correct) to the Founding Stockholders delivered not later than three Business Days prior to the scheduled Closing Date, shall have until 30 days after the date on which the Closing would otherwise have been required to occur pursuant to Section 1.1.2 (without taking into account this Agreement proviso) to cure such breach in all respects in the case of any representation and warranty qualified by material adverse effect, and in any certificate delivered pursuant hereto other case, to cure such breach in all material respects, or otherwise in a manner reasonably satisfactory to the Founding Stockholders; (ii) in the case of Section 2.4, shall be true and correct (except in the case of any of the Qualified Reps, without giving effect to any qualifications or limitations as to materiality or Material Adverse Effect (which instead shall be read as an adverse effect) set forth therein) as of the date hereof at and as of the Closing Date as if they were though made on at and as of the Closing Date, except for such representations and warranties that speak to an earlier date (in which case, such representations and warranties shall be true and correct as where the aggregate effect of such earlier date), in each case except where the failure of such representations and warranties to be true and correct, individually or in the aggregate, correct has not had and would not reasonably be expected to have a an MGI Material Adverse Effect; provided that and (iii) in the representations and warranties in case of Section 2.4(a) (subsection (a) to Capitalization; Title to Shares)2.5, Section 2.5(e) (subsection (e) to Transferred Subsidiaries; Ownership Interests), and Section 2.34 (Finders’ Fees) shall be true and correct in all material respects as of the date hereof at and as of the Closing Date as if they were though made on at and as of the Closing Date; provided in each case that the accuracy of any specific representation or warranty that by its terms speaks only as of the date hereof or another date prior to the Closing Date shall be determined solely as of the date hereof or such other date, as the case may be. Seller MGI, the Parent and Merger Sub shall have duly performed and complied in all material respects duly performed and complied with all agreements and covenants conditions required by this Agreement to be performed or complied with by Seller at or them prior to the Closing. Seller shall have delivered to Buyer a certificate dated or on the Closing Date and signed by a duly authorized officer to the effect set forth above in this Section 6.2(a)Date.

Representations, Performance. (i) The representations and warranties of Seller contained Buyer set forth in Section 3.1 (Organization), Section 3.2(a) (Corporate and Governmental Authorization), Section 3.7 (Finders’ Fees) and Section 3.8 (Bankruptcy Court Orders) shall be true and correct in all respects (other than de minimis exceptions) as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), and (ii) each of the remaining representations and warranties of Buyer set forth in this Agreement and or any Ancillary Agreement or in any schedule, certificate or other document delivered pursuant hereto or thereto shall be true and correct (except in the case of any of the Qualified Reps, without giving effect to any qualifications limitation or limitations qualification as to materiality “materiality” (including the word “material”) or “Material Adverse Effect (which instead shall be read as an adverse effect) Effect” set forth therein) as of the date hereof and as of the Closing Date as if they were made on and as of (except to the Closing Date, except for extent such representations and warranties that speak expressly relate to an earlier date (date, in which case, such representations and warranties shall be true and correct case as of such earlier date), in each case except where the failure of any such representations and warranties to be true and correct, individually or in the aggregate, correct has not had and would not reasonably be expected to have a Buyer Material Adverse Effect; provided that . The DIP Order and the representations Bankruptcy Court Order (i) have been entered and warranties in Section 2.4(a) (subsection (a) to Capitalization; Title to Shares), Section 2.5(e) (subsection (e) to Transferred Subsidiaries; Ownership Interests)the applicable time for appeal has expired with no such appeal having been filed, and Section 2.34 (Finders’ Feesii) remain in full force and effect, without any modifications that would be adverse to Seller except any such modifications as to which Seller has provided its written consent. Buyer shall be true and correct have, in all material respects as of the date hereof and as of the Closing Date as if they were made on and as of the Closing Date. Seller shall have in all material respects respects, duly performed and complied with all agreements agreements, covenants and covenants conditions required by this Agreement to be performed or complied with by Seller Buyer at or prior to the Closing. Seller shall have delivered to Buyer a certificate dated the Closing Date and signed by a duly authorized officer to the effect set forth above in this Section 6.2(a).

Representations, Performance. (i) The representations and warranties of Seller contained set forth in Sections 2.1 (Organization and Good Standing), 2.2(a) (Authorization), 2.4(a) (Capitalization; Title to Units), 2.5(a) and the first and second sentences of 2.5(b) (Subsidiaries; Ownership Interests) and 2.19 (Finders’ Fees), shall be true and correct in all respects (other than de minimis exceptions) as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), and (ii) each of the remaining representations and warranties of Seller set forth in this Agreement and or any Ancillary Agreement or in any schedule, certificate or other document delivered pursuant hereto or thereto (except for the representation and warranty in Section 2.28, which is made only as of the date hereof) shall be true and correct (except in the case of any of the Qualified Reps, without giving effect to any qualifications limitation or limitations qualification as to materiality “materiality” (including the word “material”) or “Material Adverse Effect (which instead shall be read as an adverse effect) Effect” set forth therein) as of the date hereof and as of the Closing Date as if they were made on and as of (except to the Closing Date, except for extent such representations and warranties that speak expressly relate to an earlier date (date, in which case, such representations and warranties shall be true and correct case as of such earlier date), in each case except where the failure of any such representations and warranties to be true and correct, individually or in the aggregate, correct has not had and would not reasonably be expected to have a Material Adverse Effect; provided that the representations and warranties in Section 2.4(a) (subsection (a) to Capitalization; Title to Shares), Section 2.5(e) (subsection (e) to Transferred Subsidiaries; Ownership Interests), and Section 2.34 (Finders’ Fees) shall be true and correct in all material respects as of the date hereof and as of the Closing Date as if they were made on and as of the Closing Date. Seller shall have in all material respects duly performed and complied with all agreements agreements, covenants and covenants conditions required by this Agreement to be performed or complied with by Seller at or prior to the Closing. Seller shall have delivered to Buyer a certificate dated the Closing Date and signed by a duly authorized officer to the effect set forth above in this Section 6.2(a).

Representations, Performance. The (i) Each of the representations and warranties of Seller Sellers contained in this Agreement the first sentence of Section 2.1 (Corporate Status), clause (a) of Section 2.2 (Corporate and in any certificate delivered pursuant hereto Governmental Authorization), clause (a) of Section 2.3 (Non-Contravention), Section 2.4 (Capitalization; Title to Shares), clause (b) of Section 2.8 (Absence of Certain Changes) and Section 2.23 (Finders’ Fees) shall each be true and correct (except in the case of any of the Qualified Reps, without giving effect to any qualifications or limitations as to materiality or Material Adverse Effect (which instead shall be read as an adverse effect) set forth therein) all respects as of the date hereof of this Agreement and as of the Closing Date and (ii) each of the other representations and warranties of Sellers contained in this Agreement (without giving effect to any materiality or Material Adverse Effect qualifications or exceptions set forth therein) shall be true and correct as if they were made on of the date of this Agreement and as of the Closing Date, except for such (x) in each case of clauses (i) and (ii), representations and warranties that speak to an earlier are made as of a specific date (in which case, such representations and warranties shall be true tested only on and correct as of such earlier date), and (y) in each the case except of clause (ii) only, where all the failure failures of such representations and warranties to be so true and correctcorrect (without giving effect to any materiality or Material Adverse Effect qualifications or exceptions set forth therein) have not had, and would not reasonably be expected to have, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect; provided that the representations and warranties in Section 2.4(a) (subsection (a) to Capitalization; Title to Shares), Section 2.5(e) (subsection (e) to Transferred Subsidiaries; Ownership Interests), and Section 2.34 (Finders’ Fees) shall be true and correct in all material respects as of the date hereof and as of the Closing Date as if they were made on and as of the Closing Date. Seller Sellers shall have in all material respects duly performed and complied with all agreements and covenants required by this Agreement to be performed or complied with by Seller Sellers at or prior to the Closing. Seller Sellers shall have delivered to Buyer a certificate certificate, dated as of the Closing Date and Date, signed by a duly authorized officer of each Seller, to the effect set forth above in this Section 6.2(a)) with respect to such Seller.

Representations, Performance. (i) The representations and warranties of Seller Buyer contained in this Agreement and in any certificate delivered pursuant hereto shall be true and correct Section 3.1 (except in the case of any of the Qualified Reps, without giving effect to any qualifications or limitations as to materiality or Material Adverse Effect (which instead shall be read as an adverse effect) set forth therein) as of the date hereof and as of the Closing Date as if they were made on and as of the Closing Date, except for such representations and warranties that speak to an earlier date (in which case, such representations and warranties shall be true and correct as of such earlier date), in each case except where the failure of such representations and warranties to be true and correct, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect; provided that the representations and warranties in Section 2.4(a) (subsection (a) to Capitalization; Title to SharesCorporate Status), Section 2.5(e3.2 (Corporate and Governmental Authorization) (subsection (e) to Transferred Subsidiaries; Ownership Interests), and Section 2.34 3.8 (Finders’ Fees) shall be true and correct in all material respects as of the date hereof and as of the Closing Date as if they were made on this Agreement and as of the Closing Date, and (ii) each of the other representations and warranties of Buyer contained in this Agreement (without giving effect to any materiality or Material Adverse Effect qualifications or exceptions set forth therein) shall be true and correct as of the date of this Agreement and as of the Closing Date, except (x) in each case of clauses (i) and (ii), representations and warranties that are made as of a specific date shall be tested only on and as of such date, and (y) in the case of clause (ii) only, where the failure of such representations and warranties to be so true and correct (without giving effect to any materiality qualifications or exceptions set forth therein) has not, and would not reasonably be expected to, individually or in the aggregate, prevented Buyer’s ability to consummate the transactions contemplated hereby. Seller Buyer shall have in all material respects duly performed and complied with all agreements and covenants required by this Agreement to be performed or complied with by Seller Buyer at or prior to the Closing. Seller Buyer shall have delivered to Buyer Sellers a certificate certificate, dated as of the Closing Date and Date, signed by a duly authorized officer of such party, to the effect set forth above in this Section 6.2(a)6.3(a) with respect to such party.