Common use of Performance Covenants Clause in Contracts

Performance Covenants. All of the terms, covenants and conditions of the Share Exchange Documents to be complied with or performed by JRO or the JRO Shareholders at or prior to Closing shall have been complied with and performed in all material respects including, but not limited to, the delivery of the following documents: (a) A good standing certificate regarding JRO, certified by the Secretary of State of the respective state of incorporation and all states where such entity is qualified to do business, dated within 30 business days of the Closing; (b) A certificate dated as of the Closing Date signed by the duly authorized officers of JRO certifying that the representations and warranties of JRO set forth herein are true and correct in all material respects as of the Effective Time and that JRO and each of the JRO Shareholders have fulfilled all of the conditions of this Article VIII; (c) Written consents of all third parties necessary for the consummation of the transactions contemplated by the Share Exchange Documents; (d) Resolutions duly adopted by JRO (Board and shareholder) approving the execution, delivery and performance of this Agreement and the consummation of the Share Exchange, certified by an appropriate officer of JRO; and (e) All books and records of JRO, including all corporate and other records, minute books, stock record books, stock registers, books of accounts, contracts, agreements and such other documents or certificates as shall be reasonably requested by Armitec, which the parties acknowledge will at the Closing be located at the corporate offices of JRO.

Performance Covenants. All of the terms, covenants covenants, and conditions agreements of the Share Exchange Acquisition Documents to be complied with or performed by JRO or the JRO Shareholders Sellers at or prior to Closing shall have been complied with and performed in all material respects respects, including, but not limited to, the delivery of the following documents: (a) A a certificate of good standing certificate regarding JRO, certified for Sellers issued by the Secretary state or other jurisdiction of State of the respective state of incorporation its formation or incorporation, and all states where such entity is qualified to do businessoperation, as applicable, and dated within 30 three (3) business days of the Closing;Closing Date, (b) A a Bill of Sale executed by Sellers, in the form attached hereto as Exhibit 5.2(b), (c) an IP Assignment Agreement executed by Sellers, the forms of which are attached hereto as Exhibit 5.2(c) (the “IP Assignment and Assumption Agreement”) (d) a certificate dated as of the Closing Date signed by the a duly authorized officers officer of JRO Sellers certifying that the representations and warranties satisfaction of JRO the conditions set forth herein are true in Section 5.1 and correct Section 5.4 and that Sellers have duly performed and complied in all material respects as of the Effective Time and that JRO and each of the JRO Shareholders have fulfilled with all of the conditions covenants and agreements of this Article VIII;Agreement to be performed by it prior to Closing, (ce) Written written consents of all third parties necessary for the consummation of the transactions contemplated by the Share Exchange Acquisition Documents, (f) a professional services agreement executed by Owner, and a professional services agreement executed by A▇▇▇▇ ▇▇▇▇▇▇, each in the forms substantially attached hereto as Exhibit 5.2(f); (dg) Resolutions duly adopted by JRO (Board any documents needed to evidence the assignment and shareholder) approving assumption of the execution, delivery and performance of this License Agreement and the consummation contract cancellations contemplated by Section 1.9, forms of the Share Exchange, certified by an appropriate officer of JROwhich are attached hereto as Exhibit 5.2(g); and (eh) All books and records of JRO, including all corporate and other records, minute books, stock record books, stock registers, books of accounts, contracts, agreements and such other documents or certificates as shall may be reasonably necessary to consummate the transactions contemplated by this Agreement, as requested by Armitec, which the parties acknowledge will at the Closing be located at the corporate offices of JROPurchaser or its counsel.

Performance Covenants. All of the terms, covenants and conditions of the Share Exchange Documents this Agreement to be complied with or performed by JRO or the JRO Shareholders Purchasers at or prior to the Closing shall have been complied with and performed in all material respects respects, including, but not limited to, the to delivery of the following documents: (a) A good standing certificate regarding JRO, certified The Assignment and Assumption Agreements executed by the Secretary of State of the respective state of incorporation and all states where such entity is qualified to do business, dated within 30 business days of the ClosingPurchasers; (b) The Lease Agreements executed by Purchasers; (c) The Billing and Collections Agreement executed by Purchasers; (d) The Indemnification Escrow Agreement executed by Purchasers; (e) The TPA Litigation Trust Fund Agreement executed by Purchasers; (f) The Software License Agreement executed by Purchasers; (g) The Trademark License Agreement executed by Purchasers; (h) A certificate dated as of the Closing Date signed by the a duly authorized officers officer of JRO Purchasers certifying that the representations and warranties satisfaction of JRO the condition set forth herein are true in Section 7.1 and correct that Purchasers have duly performed and complied in all material respects as of the Effective Time and that JRO and each of the JRO Shareholders have fulfilled with all of the conditions covenants and agreements of this Article VIIIthe Acquisition Documents to be performed by Purchasers prior to Closing; (ci) Written consents of all third parties necessary for the consummation of the transactions contemplated Resolutions adopted by the Share Exchange Documents; (d) Resolutions duly adopted by JRO (Board governing body of each Purchaser in form and shareholder) substance satisfactory to Sellers approving the execution, delivery and performance of this Agreement and the consummation of the Share ExchangeAcquisition, certified by an appropriate officer the Secretary of JROeach Purchaser; (j) Incumbency certificate certifying the identity of the officers of Purchasers; (k) The Lifeline Management Assignment and Assumption Agreement executed by Purchasers and Lifeline Management; and (el) All books and records of JRO, including all corporate and other records, minute books, stock record books, stock registers, books of accounts, contracts, agreements and such Such other documents or certificates as shall may be reasonably necessary to consummate the transactions contemplated by this Agreement, as reasonably requested by Armitec, which the parties acknowledge will at the Closing be located at the corporate offices of JROSellers or its counsel.

Performance Covenants. All of the terms, covenants and conditions of the Share Exchange Acquisition Documents to be complied with or performed by JRO or the JRO Shareholders Seller at or prior to Closing shall have been complied with and performed in all material respects including, but not limited to, the delivery of the following documents: (a) A certificate of good standing certificate regarding JRO, Seller certified by the Secretary of State of the respective state State of incorporation and all states where such entity is qualified to do business, Delaware dated within 30 ten (10) business days of the Closing; (b) An Assignment and Bill ▇▇ Sale executed by Seller in substantially the forms included in Exhibit 5.2(b) hereof; (c) The jKit License Agreement; (d) A certificate dated as of the Closing Date signed by the duly authorized officers of JRO Seller certifying that the representations and warranties of JRO set forth herein are true and correct in all material respects as satisfaction of the Effective Time condition in Section 5.1 and that JRO and each of the JRO Shareholders have Seller has fulfilled all of the conditions of this Article VIII5; (ce) Written consents of all third parties necessary for the consummation of the transactions contemplated by the Share Exchange Acquisition Documents; (df) Resolutions duly adopted by JRO of Seller's Board of Directors (Board and shareholdershareholders, if necessary) in form and substance reasonably satisfactory to Buyer approving the execution, delivery and performance of this Agreement and the consummation of the Share ExchangeAcquisition, certified by an appropriate officer of JRO; andSeller; (eg) Incumbency certificates certifying the identity of the officers of Seller; (h) All books and books, records of JRO, including all corporate and other records, minute books, stock record books, stock registers, books documents of accounts, contracts, agreements Seller pertaining to the Rights and such other documents or certificates Assets as shall be reasonably requested by Armitec, which the parties acknowledge will at the Closing be located at the corporate offices of JROBuyer.

Performance Covenants. All of the terms, covenants and conditions of the Share Exchange Documents to be complied with or performed by JRO or the JRO Shareholders Azur at or prior to Closing shall have been complied with and performed in all material respects including, but not limited to, the delivery of the following documents: (a) A good standing certificate regarding JROAzur, certified by the Secretary of State of Nevada and the respective state Secretaries of incorporation and State of all states where such entity A▇▇▇ is qualified to do business, dated within 30 business days of the Closing; (b) A certificate dated as of the Closing Date signed by the duly authorized officers of JRO Azur certifying that the representations and warranties of JRO Azur set forth herein are true and correct in all material respects as of the Effective Time and that JRO Azur and each of the JRO Azur Shareholders have fulfilled all of the conditions of this Article VIII; (c) Written consents of all third parties necessary for the consummation of the transactions contemplated by the Share Exchange Documents; (d) Resolutions duly adopted by JRO (Azur’s Board and shareholder) of Directors approving the execution, delivery and performance of this Agreement and the consummation of the Share Exchange, certified by an appropriate officer of JROAzur; and (e) All books and records of JROAzur, including all corporate and other records, minute books, stock record books, stock registers, books of accounts, contracts, agreements and such other documents or certificates as shall be reasonably requested by ArmitecHarvest, which the parties acknowledge will at the Closing be located at the corporate offices of JROAzur.

Performance Covenants. All of the terms, covenants and conditions of the Share Exchange Merger Documents to be complied with or performed by JRO the Company or the JRO Shareholders Owners at or prior to Closing shall have been complied with and performed in all material respects including, but not limited to, the delivery of the following documents: (a) A good standing certificate regarding JROthe Company, certified by the Secretary of State of the respective state State of incorporation and all states where such entity is qualified to do business, Delaware dated within 30 fifteen (15) business days of the Closing; (b) A certificate dated as of the Closing Date signed by the duly authorized officers of JRO the Company and by the Owners' Representative, on behalf of the Owners, certifying that the representations and warranties of JRO the Company and the Owners set forth herein are true and correct as set forth in all material respects Section 9.1 as of the Effective Time and that JRO the Company and each of the JRO Shareholders Owners have fulfilled all of the conditions of this Article VIII9; (c) Written consents of all third parties necessary for the consummation of the transactions contemplated by the Share Exchange Merger Documents; (d) Resolutions duly adopted by JRO of the Company (Board of Directors and shareholderstockholders) in form and substance satisfactory to RCG approving the execution, delivery and performance of this Agreement and the consummation of the Share ExchangeMerger, certified by an appropriate officer of JRO; andthe Company; (e) An incumbency certificate certifying the identity of the officers of the Company; (f) Resignations and Release as contemplated by Section 8.12 of each of the officers and directors of the Company and each Owner effective as of the Effective Time; (g) The Covenants Not to Compete executed by the persons contemplated by Section 8.6 as described in Section 8.6; (h) The Medical Director Agreements entered into by the Practices and physicians as described in Section 8.7; (i) The Consulting Agreements executed by Meye▇▇▇▇ ▇▇▇ McGe▇ ▇▇ described in Section 8.8; (j) The Registration Rights Agreement executed by the Owners' Representative, on behalf of each Owner, as described in Section 8.13; (k) Evidence of repayment of the indebtedness described in Section 8.14 (other than the indebtedness of Meyerson, McGee, Medn▇▇▇ ▇▇▇ Laos); (l) The Certificate of Need or exemption required for certain operations of the Company and the Subsidiaries in Illinois, as described in Section 5.3, shall have been obtained pursuant to the Planning Act, as amended; (m) All books and records of JROthe Company, including all corporate and other records, minute books, stock record books, stock registers, books of accounts, contracts, agreements and such other documents or certificates as shall be reasonably requested by ArmitecRCG; and (n) Evidence reasonably acceptable to RCG that all agreements or arrangements, which whether written or oral, among the parties acknowledge will at Owners and/or the Closing be located at Company that relate in any manner to the corporate offices of JROCompany Equity Securities shall have been terminated.