Common use of Representations, Performance Clause in Contracts

Representations, Performance. (i) The representations and warranties of Seller 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 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 (without giving effect to any limitation or qualification as to “materiality” (including the word “material”) or “Material Adverse Effect” set forth therein) 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), except where the failure of any such representations and warranties to be true and correct has not had a Material Adverse Effect. Seller shall have in all material respects duly performed and complied with all agreements, covenants and conditions required by this Agreement to be performed or complied with by Seller at or prior to the Closing.

Representations, Performance. (i) The representations and warranties of Seller Buyer set forth in Sections 2.1 Section 3.1 (Organization and Good StandingOrganization), 2.2(aSection 3.2(a) (Corporate and Governmental 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 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 Seller Buyer set forth in this Agreement 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 (without giving effect to any limitation or qualification as to “materiality” (including the word “material”) or “Material Adverse Effect” set forth therein) 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), except where the failure of any such representations and warranties to be true and correct has not had a Buyer Material Adverse Effect. The DIP Order and the Bankruptcy Court Order (i) have been entered and the applicable time for appeal has expired with no such appeal having been filed, and (ii) 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 have have, in all material respects respects, duly performed and complied with all agreements, covenants and conditions required by this Agreement to be performed or complied with by Seller Buyer at or prior to the Closing.

Representations, Performance. (i) The representations and warranties of Seller set forth contained in Sections 2.1 (Organization this Agreement 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), in any certificate delivered pursuant hereto shall be true and correct (except in all respects the case of any of the Qualified Reps, without giving effect to any qualifications or limitations as to materiality or Material Adverse Effect (other than de minimis exceptionswhich 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 to the extent for such representations and warranties expressly relate that speak to an earlier date, date (in which case case, such representations and warranties shall be true and correct as of such earlier date), and (ii) in each of the remaining representations and warranties of Seller set forth in this Agreement 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 (without giving effect to any limitation or qualification as to “materiality” (including the word “material”) or “Material Adverse Effect” set forth therein) 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), except where the failure of any such representations and warranties to be true and correct 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, agreements and covenants and 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. (ia) The representations and warranties of Seller set forth in Sections 2.1 2.4 and 2.5 (Organization i) shall have been true and Good Standing)correct at and as of the date hereof, 2.2(aprovided 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 (Authorization)without taking into account this proviso) to cure such breach in all respects in the case of any representation and warranty qualified by material adverse effect, 2.4(aand in any other case, to cure such breach in all material respects, or otherwise in a manner reasonably satisfactory to the Founding Stockholders; (ii) (Capitalization; Title to Units), 2.5(a) and in the first and second sentences case of 2.5(b) (Subsidiaries; Ownership Interests) and 2.19 (Finders’ Fees)Section 2.4, shall be true and correct in all respects (other than de minimis exceptions) at and as of the Closing Date (except to the extent such representations as though made at 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 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 (without giving effect to any limitation or qualification as to “materiality” (including the word “material”) or “Material Adverse Effect” set forth therein) 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)Date, except where the aggregate effect of the failure of any such representations and warranties to be true and correct has not had a and would not reasonably be expected to have an MGI Material Adverse Effect. Seller ; and (iii) in the case of Section 2.5, shall have be true and correct in all material respects at and as of the Closing Date as though made 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. MGI, the Parent and Merger Sub shall have duly performed and complied in all material respects with all agreements, covenants agreements and conditions required by this Agreement to be performed or complied with by Seller at or them prior to or on the ClosingClosing Date. (b) MGI, the Parent and Merger Sub shall have delivered to the Stockholders and GS LP a certificate, dated the Closing Date and signed by an authorized officer of each of MGI, the Parent and Merger Sub, with respect to the conditions set forth in Section 4.3.1(a) and 4.3.2.

Representations, Performance. (i) The representations and warranties of Seller contained in ARTICLE 2 (except in the case of any of the Qualified Reps, without giving effect to any limitations or qualifications as to “materiality” or “Material Adverse Effect” (which shall instead be read as an adverse effect) set forth in Sections 2.1 therein) shall be true and correct as of the Closing Date with the same effect as though made as of the Closing Date (Organization except for such representations and Good Standingwarranties that are as of an earlier date, which representations and warranties shall be true and correct as of such date), 2.2(ain 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 (A) (Authorization), the representations and warranties in Section 2.4(a) shall be true and correct in all material respects as of the Closing Date as if they were made as of the Closing Date and (Capitalization; Title to Units), 2.5(aB) the representations and the first and second sentences warranties in clause (a) of 2.5(b) (Subsidiaries; Ownership Interests) and 2.19 (Finders’ Fees), Section 2.23 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 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 if they were made only as of the date hereof) shall be true and correct (without giving effect to any limitation or qualification as to “materiality” (including the word “material”) or “Material Adverse Effect” set forth therein) as of the Closing Date Date. (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), except where the failure of any such representations and warranties to be true and correct has not had a Material Adverse Effect. ii) Seller shall have in all material respects duly performed and complied with all agreements, agreements and covenants and conditions required by this Agreement to be performed or complied with by Seller at or prior to the Closing. (iii) Seller shall have delivered to Buyer the items set forth in Section 1.3(b). (iv) Seller shall have delivered to Buyer a certificate, dated as of the Closing Date, signed by a duly authorized officer of Seller to the effect set forth above in clauses (i) and (ii) of this Section 5.2(a).

Representations, Performance. (i) The Each of the representations and warranties of Seller set forth Sellers contained in Sections the first sentence of Section 2.1 (Organization and Good StandingCorporate Status), 2.2(aclause (a) of Section 2.2 (Corporate and Governmental Authorization), 2.4(aclause (a) of Section 2.3 (Non-Contravention), Section 2.4 (Capitalization; Title to UnitsShares), 2.5(aclause (b) of Section 2.8 (Absence of Certain Changes) and the first and second sentences of 2.5(b) (Subsidiaries; Ownership Interests) and 2.19 Section 2.23 (Finders’ Fees), ) shall each be true and correct in all respects (other than de minimis exceptions) as of the date of this Agreement and 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 other representations and warranties of Seller set forth Sellers contained in this Agreement (without giving effect to any materiality or any Ancillary Agreement Material Adverse Effect qualifications or in any schedule, certificate or other document delivered pursuant hereto or thereto (except for the representation exceptions set forth therein) shall be true and warranty in Section 2.28, which is made only correct as of the date hereofof 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 all the failures of such representations and warranties to be so true and correct (without giving effect to any limitation materiality or qualification as to “materiality” (including the word “material”) or “Material Adverse Effect” Effect qualifications or exceptions set forth therein) as of have not had, and would not reasonably be expected to have, individually or in the Closing Date (except to the extent such representations and warranties expressly relate to an earlier dateaggregate, in which case as of such earlier date), except where the failure of any such representations and warranties to be true and correct has not had a Material Adverse Effect. Seller Sellers shall have in all material respects duly performed and complied with all agreements, agreements and covenants and conditions required by this Agreement to be performed or complied with by Seller Sellers at or prior to the Closing. Sellers shall have delivered to Buyer a certificate, dated as of the Closing 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 set forth Buyer contained in Sections 2.1 Section 3.1 (Organization and Good StandingCorporate Status), 2.2(a) Section 3.2 (Corporate and Governmental 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 Section 3.8 (Finders’ Fees), ) shall be true and correct in all respects (other than de minimis exceptions) as of the date of this Agreement and 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)Date, and (ii) each of the remaining other representations and warranties of Seller set forth Buyer contained in this Agreement (without giving effect to any materiality or any Ancillary Agreement Material Adverse Effect qualifications or in any schedule, certificate or other document delivered pursuant hereto or thereto (except for the representation exceptions set forth therein) shall be true and warranty in Section 2.28, which is made only correct as of the date hereofof 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 limitation materiality qualifications or qualification as to “materiality” (including the word “material”) or “Material Adverse Effect” exceptions set forth therein) as of has not, and would not reasonably be expected to, individually or in the Closing Date (except aggregate, prevented Buyer’s ability to consummate the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), except where the failure of any such representations and warranties to be true and correct has not had a Material Adverse Effecttransactions contemplated hereby. Seller Buyer shall have in all material respects duly performed and complied with all agreements, agreements and covenants and conditions required by this Agreement to be performed or complied with by Seller Buyer at or prior to the Closing. Buyer shall have delivered to Sellers a certificate, dated as of the Closing Date, signed by a duly authorized officer of such party, to the effect set forth above in this Section 6.3(a) with respect to such party.

Representations, Performance. (i) The representations and warranties of Seller set forth the Company contained in Sections 2.1 (Organization and Good Standing), 2.2(a) (Authorization), 2.4(a), 2.4(b) (Capitalization; Title but only with respect to Units), 2.5(aclauses (i) through (iii) thereof) and the first and second sentences of 2.5(b) (Subsidiaries; Ownership Interests) and 2.19 (Finders’ Fees), 2.20 shall be true and correct in all respects respects, the representations and warranties of the Company contained in Sections 2.4(b)(iv) and (other than v) (but only insofar as they relate to the Company Equity Interests) shall be true and correct except for de minimis exceptionsinaccuracies, and the other representations of the Company contained in Sections 2.4(b)(iv) and (v) shall be true and correct in all material respects, in each case at and as of the date hereof and at and as of the Closing Date with the same effect as though made at and as of the Closing Date and (ii) the other representations and warranties of the Company set forth herein shall be true and correct, in each case at and as of the date hereof and at and as of the Closing Date with the same effect as though made at and as of the Closing Date (except to the extent such representations and warranties expressly relate to made as of an earlier date, in which case as of such earlier date), and (ii) each except where the failure of the remaining such representations and warranties of Seller set forth in this Agreement 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 to be so true and correct (without giving effect to any limitation or qualification as to “materiality” (including the word “material”) or “Material Adverse Effectmaterial adverse effect” qualifiers set forth therein) as of would not have, individually or in the Closing Date (except to the extent such representations and warranties expressly relate to an earlier dateaggregate, in which case as of such earlier date), except where the failure of any such representations and warranties to be true and correct has not had a Material Adverse Effect. Seller The Company shall have in all material respects duly performed and complied with all agreements, covenants and conditions required by this Agreement to be performed or complied with by Seller it at or prior to the Closing. The Company 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).