Common use of Representations, Performance Clause in Contracts

Representations, Performance. The representations and warranties of Seller contained in this Agreement and in the Collateral Agreements to which it is a party (i) shall be true and correct in all respects (in the case of any representation or warranty containing any materiality qualification) or in all material respects (in the case of any representation or warranty without any materiality qualification) at and as of the date hereof, and (ii) shall be repeated and shall be true and correct in all respects (in the case of any representation or warranty containing any materiality qualification) or in all material respects (in the case of any representation or warranty without any materiality qualification) on and as of the Closing Date with the same effect as though made on and as of the Closing Date. Seller shall have duly performed and complied in all material respects with all agreements and conditions required by this Agreement and each of the Collateral Agreements to which it is a party to be performed or complied with by it prior to or on the Closing Date. Seller shall have delivered or shall cause to be delivered to Purchaser a certificate, dated the Closing Date and signed by the duly authorized officers of Seller, to the foregoing effect.

Representations, Performance. The representations and warranties of Seller ---------------------------- Sellers contained in this Agreement and in the Collateral Agreements to which it is a party Other Sellers Documents (i) shall be true and correct in all respects (in the case of any representation or warranty containing any materiality qualification) or in all material respects (in the case of any representation or warranty without any materiality qualification) at and as of the date hereof, and (ii) shall be repeated and shall be true and correct in all respects (in the case of any representation or warranty containing any materiality qualification) or in all material respects (in the case of any representation or warranty without any materiality qualification) on and as of the Closing Date with the same effect as though made on and as of the Closing Date. Seller Sellers shall have duly performed and complied in all material respects with all agreements and conditions required by this Agreement and each of the Collateral Agreements to which it is a party Other Sellers Documents to be performed or complied with by it them prior to or on the Closing Date. Seller Sellers shall have delivered or shall cause to be delivered to Purchaser a duly authorized, properly executed certificate, dated the Closing Date and signed by the duly authorized officers of Seller, to the foregoing effect.

Representations, Performance. The representations and warranties of Seller Sellers contained in this Agreement and in the Collateral Agreements to which it is a party Other Sellers Documents (i) shall be true and correct in all respects (in the case of any representation or warranty containing any materiality qualification) or in all material respects (in the case of any representation or warranty without any materiality qualification) at and as of the date hereof, and (ii) shall be repeated and shall be true and correct in all respects (in the case of any representation or warranty containing any materiality qualification) or in all material respects (in the case of any representation or warranty without any materiality qualification) on and as of the Closing Date with the same effect as though made on and as of the Closing Date. Seller Sellers shall have duly performed and complied in all material respects with all agreements and conditions required by this Agreement and each of the Collateral Agreements to which it is a party Other Sellers Documents to be performed or complied with by it them prior to or on the Closing Date. Seller Sellers shall have delivered or shall cause to be delivered to Purchaser a duly authorized, properly executed certificate, dated the Closing Date and signed by the duly authorized officers of Seller, to the foregoing effect.

Representations, Performance. The representations and warranties of Seller the Selling Partners contained in this Agreement and in the Collateral Agreements to which it is a party (i) shall be true and correct in all respects (in the case of any representation or warranty containing any materiality qualification) or in all material respects (in the case of any representation or warranty without any materiality qualification) at and as of the date hereof, and (ii) shall be repeated and shall be true and correct in all respects (in the case of any representation or warranty containing any materiality qualification) or in all material respects (in the case of any representation or warranty without any materiality qualification) on and as of the Closing Date with the same effect as though made on and as of the Closing Date. Seller Billing and each of the Selling Partners shall have duly performed and complied in all material respects with all agreements and conditions required by this Agreement and each of the Collateral Agreements to which it is a party to be performed or complied with by it them prior to or on the Closing Date. Seller The Selling Partners shall have delivered or shall cause to be delivered to Purchaser ACI a certificate, dated the Closing Date and signed by each of the duly authorized officers of SellerSelling Partners, to the foregoing effect.

Representations, Performance. The representations and warranties of Seller Merger Sub and ACI contained in this Agreement and in the Collateral Agreements to which it is a party (i) shall be true and correct in all respects (in the case of any representation or warranty containing any materiality qualification) or in all material respects (in the case of any representation or warranty without any materiality qualification) at and as of the date hereof, hereof and (ii) shall be repeated and shall be true and correct in all respects (in the case of any representation or warranty containing any materiality qualification) or in all material respects (in the case of any representation or warranty without any materiality qualification) on and as of the Closing Date with the same effect as though made on at and as of the Closing Datesuch time. Seller Merger Sub and ACI shall have duly performed and complied in all material respects with all agreements and conditions required by this Agreement and each of the Collateral Agreements to which it is a party to be performed or complied with by it them prior to or on the Closing Date. Seller Merger Sub and ACI shall have delivered or shall cause to be delivered to Purchaser Billing and the Selling Partners a certificate, dated the Closing Date and signed by the duly authorized officers of SellerMerger Sub and ACI, to the foregoing effect.

Representations, Performance. The representations and warranties of Seller ---------------------------- Purchaser contained in this the Agreement and or in the Collateral Agreements to which it is a party Other Sellers Documents (i) shall be true and correct in all respects (in the case of any representation or warranty containing any materiality qualification) or in all material respects (in the case of any representation or warranty without any materiality qualification) at and as of the date hereof, and (ii) shall be repeated and shall be true and correct in all respects (in the case of any representation or warranty containing any materiality qualification) or in all material respects (in the case of any representation or warranty without any materiality qualification) on and as of the Closing Date with the same effect as though made on at and as of the Closing Datesuch date. Seller shall have Purchaser has duly performed and complied in all material respects with all agreements and conditions required by this Agreement and each of the Collateral Agreements to which it is a party Other Sellers Documents to be performed or complied with by it prior to or on the Closing Date. Seller Purchaser shall have delivered or shall cause to be delivered to Purchaser Sellers a certificate, certificate dated the Closing Date and signed by the its duly authorized officers of Sellerofficer, to the foregoing effect.

Representations, Performance. The representations and warranties of Seller Purchaser contained in this the Agreement and or in the Collateral Agreements to which it is a party Other Sellers Documents (i) shall be true and correct in all respects (in the case of any representation or warranty containing any materiality qualification) or in all material respects (in the case of any representation or warranty without any materiality qualification) at and as of the date hereof, and (ii) shall be repeated and shall be true and correct in all respects (in the case of any representation or warranty containing any materiality qualification) or in all material respects (in the case of any representation or warranty without any materiality qualification) on and as of the Closing Date with the same effect as though made on at and as of the Closing Datesuch date. Seller shall have Purchaser has duly performed and complied in all material respects with all agreements and conditions required by this Agreement and each of the Collateral Agreements to which it is a party Other Sellers Documents to be performed or complied with by it prior to or on the Closing Date. Seller Purchaser shall have delivered or shall cause to be delivered to Purchaser Sellers a certificate, certificate dated the Closing Date and signed by the its duly authorized officers of Sellerofficer, to the foregoing effect.

Representations, Performance. The representations and warranties of Seller Purchaser and HCCH contained in this Agreement and in the Collateral Agreements to which it is a party (i) shall be true and correct in all respects (in the case of any representation or warranty containing any materiality qualification) or in all material respects (in the case of any representation or warranty without any materiality qualification) at and as of the date hereof, hereof and (ii) shall be repeated and shall be true and correct in all respects (in the case of any representation or warranty containing any materiality qualification) or in all material respects (in the case of any representation or warranty without any materiality qualification) on and as of the Closing Date with the same effect as though made on at and as of the Closing Datesuch time. Seller Purchaser and HCCH shall have duly performed and complied in all material respects with all agreements and conditions required by this Agreement and each of the Collateral Agreements to which it is a party to be performed or complied with by it them prior to or on the Closing Date. Seller Purchaser shall have delivered or shall cause to be delivered to Purchaser Seller a certificate, dated the Closing Date and signed by the a duly authorized officers of SellerPurchaser and HCCH, to the foregoing effect.

Representations, Performance. The representations and warranties of the Seller contained in this Agreement and in the Collateral Agreements to which it is a party (i) shall be true and correct in all respects (in the case of any representation or warranty containing any materiality qualification) or in all material respects (in the case of any representation or warranty without any materiality qualification) at and as of the date hereof, and (ii) shall be repeated and shall be true and correct in all respects (in the case of any representation or warranty containing any materiality qualification) or in all material respects (in the case of any representation or warranty without any materiality qualification) on and as of the Closing Date with the same effect as though made on and as of the Closing Date. Seller shall have duly performed and complied in all material respects with all covenants, agreements and conditions required by this Agreement and each of the Collateral Agreements to which it is a party to be performed or complied with by it prior to or on the Closing Date. Seller shall have delivered or shall cause to be delivered to Purchaser the Buyer a certificate, dated the Closing Date and signed by the its duly authorized officers of Sellerofficers, to the foregoing effect.

Representations, Performance. The representations and warranties of the Seller contained in this Agreement and in the Collateral Ancillary Agreements to which it is a party (i) shall be true and correct in all respects (in the case of any representation or warranty containing any materiality qualification) or in all material respects (in the case of any representation or warranty without any materiality qualification) at and as of the date hereof, and (ii) shall be repeated and shall be true and correct in all respects (in the case of any representation or warranty containing any materiality qualification) or in all material respects (in the case of any representation or warranty without any materiality qualification) on and as of the Closing Date with the same effect as though made on and as of the Closing Date. The Seller shall have duly performed and complied in all material respects with all agreements and conditions required by this Agreement and each of the Collateral Ancillary Agreements to which it is a party to be performed or complied with by it prior to or on the Closing Date. The Seller shall have delivered or shall cause to be delivered to Purchaser the Buyer a certificate, dated the Closing Date and signed by the its duly authorized officers of Sellerofficers, to the foregoing effect.