Common use of Seller’s Performance Clause in Contracts

Seller’s Performance. All of the covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing shall have been duly performed and complied with in all material respects. Buyer shall have received a certificate to such effect, signed on behalf of Seller, by its chief executive officer and its chief financial officer.

Seller’s Performance. All of Sellers shall have performed and complied with in all material respects the covenants and obligations agreements that Seller is Sellers are required to perform or to comply with pursuant to this Agreement at or prior to the Closing shall have been duly performed Closing, and complied with in all material respects. Buyer shall have received a certificate of Sellers to such effect, effect signed on behalf of Seller, by its chief executive a duly authorized officer and its chief financial officerthereof.

Seller’s Performance. All of the The covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing shall must have been duly performed and complied with in all material respects. , and Buyer shall have received a certificate to such effect, signed on behalf of an executive officer of Seller, by its chief executive officer and its chief financial officerdated as of the Closing Date, as to such compliance.

Seller’s Performance. All of the covenants Each covenant and obligations agreement that a Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing shall have been duly performed and complied with in all material respects (except those covenants and agreements that are qualified as to materiality or material adverse effect or similar expressions shall have been duly performed and complied with in all respects. ), and Buyer shall have received a certificate of REC to such effect, effect signed on behalf of Seller, by its chief executive a duly authorized officer and its chief financial officerthereof.

Seller’s Performance. All of the covenants and obligations that Seller is and the Seller Shareholders are required to perform or to comply with pursuant to this Agreement at or prior to the Closing shall must have been duly performed and complied with in all material respects. Buyer shall Each document required to be delivered by Seller and the Seller Shareholders at the Closing pursuant to Section 3.5 herein must have received a certificate to such effect, signed on behalf of Seller, by its chief executive officer and its chief financial officerbeen delivered.

Seller’s Performance. All of the The covenants and obligations agreements that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing shall have been duly performed and complied with in all material respects (except that those covenants and agreements that are qualified as to materiality or Material Adverse Effect or similar expressions shall have been duly performed and complied with in all respects. ), and Buyer shall have received a certificate of Seller to such effect, effect signed on behalf of Seller, by its chief executive a duly authorized officer and its chief financial officerthereof.

Seller’s Performance. All of the The covenants and obligations agreements that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing shall have been duly performed and complied with in all material respects (except that those covenants and agreements that are qualified as to materiality or Material Adverse Effect or similar expressions shall have been duly performed and complied with in all respects. ), and Buyer shall have received a certificate of Seller to such effect, effect signed on behalf of Seller, by its chief executive a duly authorized officer and its chief financial officerthereof.

Seller’s Performance. All of the The covenants and obligations agreements that Seller is Sellers are required to perform or to comply with pursuant to this Agreement at or prior to the Closing shall have been duly performed and complied with in all material respects. respects and Buyer shall have received a certificate of Sellers to such effect, effect signed on behalf of Seller, by its chief executive a duly authorized officer and its chief financial officerthereof.

Seller’s Performance. i. All of the covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing shall Date, must have been duly performed and complied with in all material respects; and ii. Buyer shall Each document required to be delivered pursuant to Section 2.d.i. must have received a certificate been delivered to such effect, signed on behalf of Seller, by its chief executive officer and its chief financial officerBuyer.

Seller’s Performance. All of the The covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing shall must have been duly performed and complied with in all material respects. , and Buyer shall have received a certificate of an executive officer of Seller in the form of Exhibit C annexed hereto, dated as of the Closing Date, as to such effect, signed on behalf of Seller, by its chief executive officer and its chief financial officercompliance.

Seller’s Performance. All of the The covenants and obligations that Seller is required to perform, comply with, or cause to perform or to comply with pursuant to this Agreement at or prior to the Closing shall must have been duly performed and complied with in all material respects. , and Buyer shall have received a certificate to such effect, signed on behalf of an executive officer of Seller, by its chief executive officer and its chief financial officerdated as of the Closing Date, as to such compliance.

Seller’s Performance. All of the The covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing shall must have been duly performed and complied with in all material respects. , and, unless the Contemplated Transactions are consummated simultaneously with the signing of this Agreement, Buyer shall have received a certificate to such effect, signed on behalf of an executive officer of Seller, by its chief executive officer and its chief financial officerdated as of the Closing Date, as to such compliance.

Seller’s Performance. All of the covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing shall have been duly performed and complied with in all material respects. , and Buyer shall have received a certificate signed by an officer of Seller to such the foregoing effect, signed on behalf of Seller, by its chief executive officer and its chief financial officer.

Seller’s Performance. All of the covenants and obligations of the Seller that Seller is are required to perform be performed or to comply complied with pursuant to this Agreement at or prior to the Closing shall must have been duly performed and complied with in all material respectsto the reasonable satisfaction of the Buyer. Buyer shall Each document required to be delivered pursuant to this Agreement must have received a certificate to such effect, signed on behalf of Seller, by its chief executive officer and its chief financial officerbeen delivered.

Seller’s Performance. All of the covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall have been duly performed and complied with in all material respects. Buyer On the Closing Date, Seller shall have received delivered to Buyer a certificate to such effectcertificate, dated as of the Closing Date and signed on behalf by an executive officer of Seller, by its chief executive officer and its chief financial officeras to the matters set forth in this Section.

Seller’s Performance. All of the The covenants and obligations that Seller is and any Related Person of Seller are required to perform or to comply with pursuant to this Agreement at or prior to the Closing shall must have been duly performed and complied with in all material respects. , and Buyer shall have received a certificate of an executive officer of the Company, dated as of the Closing Date, as to such effect, signed on behalf of Seller, by its chief executive officer and its chief financial officercompliance.

Seller’s Performance. All of the The covenants and obligations that Seller is Sellers are required to perform or to comply with pursuant to this Agreement at or prior to the Closing shall will have been duly performed and complied with in all material respects. respects and Buyer shall will have received a certificate of Sellers Representative to such effect, effect signed on behalf of Seller, by its chief executive officer and its chief financial officerSellers Representative.

Seller’s Performance. All of the The covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing shall must have been duly performed and complied with in all material respects. , and Buyer shall have received a certificate of an executive officer of Seller in the form of Exhibit D annexed hereto, dated as of the Closing Date, as to such effect, signed on behalf of Seller, by its chief executive officer and its chief financial officercompliance.

Seller’s Performance. All of Sellers shall have performed and complied with in all material respects the covenants and obligations agreements that Seller is Sellers are required to perform or to comply with pursuant to this Agreement at or prior to the Closing shall have been duly performed Closing, and complied with in all material respects. Buyer shall have received a certificate of the Company to such effect, effect signed on behalf by a duly authorized officer of Seller, by its chief executive officer and its chief financial officerthe Company.

Seller’s Performance. All (a) Each of the covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing shall must have been duly performed and complied with in all material respects. Buyer respects and Seller shall deliver an officer's certificate certifying such at the Closing. (b) Each document required to be delivered pursuant to Section 2.4(a) must have received a certificate to such effect, signed on behalf of Seller, by its chief executive officer been executed and its chief financial officerdelivered.

Seller’s Performance. All of the The covenants and obligations that the Members and the Seller is Group Companies are required to perform or to comply with pursuant to this Agreement at or prior to the Closing shall must have been duly performed and complied with in all material respects. Buyer shall Seller must have received a certificate delivered each of the documents required to such effect, signed on behalf of Seller, be delivered by its chief executive officer and its chief financial officerSeller pursuant to Section 2.8.

Seller’s Performance. All of the The covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing shall must have been duly performed and complied with in all material respects. , and Buyer shall have received a certificate of an executive officer of Seller in the form of Exhibit F annexed hereto, dated as of the Closing Date, as to such effect, signed on behalf of Seller, by its chief executive officer and its chief financial officercompliance.

Seller’s Performance. All of the The covenants and obligations agreements that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing shall have been duly performed and complied with in all material respects. respects and Buyer shall have received a certificate of Seller to such effect, signed on behalf of Seller, by its chief executive officer and its chief financial officer.

Seller’s Performance. All of the covenants and The Seller shall have performed all obligations that Seller is required to perform or to comply with pursuant to be performed by it under this Agreement at or prior to the Closing shall have been duly performed and complied with Closing, including without limitation the applicable covenants contained in Article V, in all material respects. , and the Buyer shall have received a certificate signed by an officer of the Seller and dated the Closing Date to such effect, signed on behalf of Seller, by its chief executive officer and its chief financial officer.

Seller’s Performance. (a) All of the covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing shall (considered collectively) must have been duly performed and complied with in all material respects. Buyer shall have received a certificate to such effect, signed on behalf of Seller, Seller by its chief executive officer and its chief financial officerthe Chief Executive Officer of Seller to such effect. (b) Each document required to be delivered by Seller pursuant to Section 1.6 must have been delivered.

Seller’s Performance. All of the The covenants and obligations agreements that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing shall have been duly performed and complied with in all material respects. respects and Buyer shall have received a certificate from Seller to such effect, effect signed on behalf by a duly authorized officer of Seller, by its chief executive officer and its chief financial officer.

Seller’s Performance. All of the covenants Each covenant and obligations agreement that any Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing shall have been duly performed and complied with in all material respects. respects and Buyer shall have received a certificate signed by such Seller to such effect, signed on behalf of Seller, by its chief executive officer and its chief financial officer.

Seller’s Performance. All of Seller shall have performed and complied with in all material respects the covenants and obligations agreements that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing Closing, and, since the Execution Date, there shall not have been duly performed occurred any Material Adverse Effect, and complied with in all material respects. Buyer shall have received a certificate of Seller to such effect, effect signed on behalf of Seller, by its chief executive a duly authorized officer and its chief financial officerthereof.

Seller’s Performance. All of Seller shall have performed and complied with in all material respects the covenants and obligations agreements that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing shall have been duly performed Closing, and complied with in all material respects. Buyer shall have received a certificate of Seller to such effect, effect signed on behalf of Seller, by its chief executive a duly authorized officer and its chief financial officerthereof.

Seller’s Performance. All of Sellers and the Company shall have duly performed and complied in all material respects with all covenants and obligations that Seller is Sellers and the Company are required to perform or to comply with pursuant to this Agreement at or prior to the Closing. Seller Representative shall deliver to Buyer a certificate, dated the Closing shall have been duly performed and complied with Date, certifying to the satisfaction of the condition set forth in all material respects. Buyer shall have received a certificate to such effect, signed on behalf of Seller, by its chief executive officer and its chief financial officerthis Section 8.1(b).

Seller’s Performance. All of the The covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing shall must have been duly performed and complied with in all material respects. , and Buyer shall have received a certificate of an executive officer of Seller in the form of Exhibit E annexed hereto, dated as of the Closing Date, as to such effect, signed on behalf of Seller, by its chief executive officer and its chief financial officercompliance.

Seller’s Performance. All of the covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing shall have been duly performed and complied with in all material respects. Buyer shall have received a certificate to such effect, signed on behalf of Seller, by its chief executive officer and or its chief financial officer.