Common use of Performance of Covenants Clause in Contracts

Performance of Covenants. Seller shall have performed and complied, in all material respects, with the covenants and provisions of this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, required herein to be performed or complied with by Seller between the date hereof and the Closing Date.

Performance of Covenants. Seller Buyer shall have performed and complied, in all material respects, with respects all of the covenants and provisions of this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, agreements required herein to be performed by it pursuant to the Transaction Documents on or complied with by Seller between the date hereof and prior to the Closing Date.

Performance of Covenants. The Seller shall have performed and complied, or complied in all material respectsrespects with all covenants, with the covenants agreements and provisions of obligations required by this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, required herein Agreement to be performed or complied with by the Seller between the date hereof and on or prior to the Closing Date.

Performance of Covenants. Seller Sellers shall have performed and complied, complied in all material respects, respects with the all covenants and provisions of obligations in this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, Agreement required herein to be performed or complied with by Seller between the date hereof and the Closing DateSellers at or prior to Closing.

Performance of Covenants. Seller shall have duly performed and complied, complied in all material respectsrespects with all covenants, with the covenants obligations and provisions of agreements required by this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, required herein Agreement to be performed or complied with by Seller between at or prior to the date hereof and the Closing DateClosing.

Performance of Covenants. The Seller shall have performed and complied, complied in all material respects, respects with the all covenants and provisions of contained in this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, required herein Agreement to be performed by it on or complied with by Seller between prior to the date hereof and the Closing DateClosing.

Performance of Covenants. Seller shall Sellers will have performed and complied, complied in all material respects, respects with the covenants all agreements and provisions of obligations required by this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, required herein Agreement to be performed or complied with by Seller between the date hereof and it at or prior to the Closing Datefor the benefit of the GM Buyers.

Performance of Covenants. The Seller shall have performed and complied, in all material respects, respects all obligations and agreements and complied with the in all material respects all covenants and provisions of required by this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, required herein Agreement to be performed or complied with by Seller between it prior to or at the date hereof and the Closing DatePurchase Closing.

Performance of Covenants. Seller shall have performed and complied, or complied in all material respects, respects with the all obligations and covenants and provisions of required by this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, required herein Agreement to be performed prior to or complied with by at the Closing, and Buyer shall have received a certificate from an authorized officer of Seller between the date hereof and the Closing Dateto such effect.

Performance of Covenants. Unless otherwise agreed or waived, Seller shall have in all respects performed and compliedcomplied with all covenants, in agreements, and conditions that this Agreement and all material respects, with the covenants and provisions of this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, required herein Related Documents require to be performed or complied with by Seller between the date hereof and before or on the Closing Date.

Performance of Covenants. Seller shall Sellers will have performed and complied, complied in all material respects, respects with the covenants all agreements and provisions of obligations required by this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, required herein Agreement to be performed or complied with by Seller between the date hereof and it at or prior to the Closing Datefor the benefit of the Company Buyer.

Performance of Covenants. Seller Buyer shall have performed and compliedcomplied with, in all material respects, with the all of its covenants and provisions of contained in this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, required herein to be performed Agreement at or complied with by Seller between the date hereof and before the Closing Date(to the extent that such covenants require performance by Buyer at or before the Closing).

Performance of Covenants. Seller shall have performed and complied, in all material respectsrespects performed or complied with each and all of the obligations, with the covenants covenants, agreements and provisions of this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, conditions required herein to be performed or complied with by Seller between the date hereof and on or prior to the Closing Date.

Performance of Covenants. Seller shall have duly performed and compliedall obligations, in all material respects, with the covenants and provisions of this Agreement, including, without limitation those in Section 6.1 agreements undertaken by Seller herein and those in Section 6.3, required herein complied with all terms and conditions applicable to Seller hereunder to be performed or complied with by Seller between the date hereof and before the Closing Date.

Performance of Covenants. Seller Sellers shall have performed and complied, in all material respects, with the of their covenants and provisions of obligations contained in this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, required herein Agreement to be performed on or complied with by Seller between the date hereof and prior to the Closing Date, and Buyer shall have received a certificate to such effect, executed by the Sellers and dated as of the Closing Date, in form satisfactory to Buyer.

Performance of Covenants. All of the covenants and obligations in this Agreement that Seller is required to comply with or to perform at or prior to the Closing shall have been complied with and performed and complied, by Seller in all material respects, with the covenants and provisions of this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, required herein to be performed or complied with by Seller between the date hereof and the Closing Date.

Performance of Covenants. Seller shall have performed all obligations and complied, in complied with all material respects, with the covenants and provisions of conditions required by this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, required herein Agreement to be performed or complied with by Seller between the date hereof and it on or prior to the Closing Date.

Performance of Covenants. Seller Sellers shall have performed and complied, complied in all material respects, respects with the obligations and covenants and provisions of required by this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, required herein Agreement to be performed or complied with by Seller between the date hereof and Sellers on or prior to the Closing Date.

Performance of Covenants. Seller shall have performed or complied with each and compliedall of the obligations, in all material respectscovenants, with the covenants agreements and provisions of this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, conditions required herein to be performed or complied with by Seller between the date hereof and the Closing Dateon or prior to Closing.

Performance of Covenants. Seller shall have performed and complied, in all material respects, with the covenants and provisions of this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, hereof required herein to be performed or complied with by Seller it between the date hereof and the Closing Date.

Performance of Covenants. Seller The Sellers shall have performed and complied, fulfilled or complied with in all material respects, with the respects all covenants and provisions of contained in this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, Agreement required herein to be performed fulfilled or complied with by Seller between it at or prior to the date hereof Closing, and the Closing DateSellers’ Representative shall have executed and delivered a certificate to that effect.

Performance of Covenants. Each Seller shall have performed and complied, or complied in all material respects, respects with the all agreements and covenants and provisions of required by this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, required herein Option Agreement to be performed or complied with by it at or prior to the Closing, and the Buyer shall have received from each Seller between the date hereof and certificates, each dated the Closing Date, to that effect signed, on behalf of each Seller, by an authorized officer thereof.

Performance of Covenants. Seller shall have performed and complied, complied in all material respects, respects with the all covenants and provisions of this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, Agreement required herein to be performed or complied with by Seller it between the date hereof and the Closing Date.

Performance of Covenants. Seller Buyer shall have performed and complied, in or complied with all material respects, with the covenants and provisions of agreements in this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, Agreement required herein to be performed or complied with by Seller between at or prior to the date hereof and the Closing DateClosing.

Performance of Covenants. That Seller shall have timely and fully performed and complied, in all of its material respects, with the covenants and provisions agreements due to be performed by Seller under this Agreement, unless waived in writing by Purchaser or deemed waived pursuant to any express provision of this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, required herein to be performed or complied with by Seller between the date hereof and the Closing Date.

Performance of Covenants. Seller and Reorganized Seller shall have duly performed and complied, complied in all material respectsrespects with each covenant, with the covenants agreement and provisions of condition required by this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, required herein Agreement to be performed or complied with by Seller between the date hereof and or Reorganized Seller prior to or on the Closing Date.

Performance of Covenants. Seller shall have duly performed and complied, complied in all material respectsrespects with all agreements, with the covenants and provisions conditions required by this Agreement and each of this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, required herein the other Transaction Documents to be performed or complied with by Seller between the date hereof and it prior to or on the Closing Date.

Performance of Covenants. The Seller shall have fulfilled, performed and complied, or complied in all material respects, respects with the all covenants and provisions of contained in this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, required herein Agreement to be fulfilled, performed or complied with by Seller between the date hereof it at or prior to Closing, and the Closing DateSeller shall have delivered a certificate of a senior officer confirming the foregoing.

Performance of Covenants. Seller shall Sellers must have performed and fulfilled or complied, in all material respects, with the all covenants and provisions of contained in this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, Agreement that are required herein to be performed fulfilled or complied with by Seller between Sellers at or prior to the date hereof and the Closing DateClosing.

Performance of Covenants. Seller The Vendor shall have performed and complied, or complied in all material respectsrespects with all covenants, with the covenants agreements and provisions of obligations required by this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, required herein Agreement to be performed or complied with by Seller between the date hereof and Vendor on or prior to the Closing Date.

Performance of Covenants. The Seller shall have performed and complied, in complied with all material respects, with the obligations and covenants and provisions of required by this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, required herein Agreement to be performed or complied with by Seller between them prior to or at the date hereof and the Closing DateClosing.

Performance of Covenants. Seller shall have performed Each and complied, in all material respects, with of the covenants and provisions agreements of this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, required herein Seller to be performed or complied with prior to the Closing Date respectively shall have been duly performed or complied with by Seller between in all respects, and Seller shall have delivered to the date hereof relevant Buyer a certificate to that effect, dated as of such date, and signed by the Closing Dateduly elected and authorized general director of Seller.

Performance of Covenants. Seller shall have performed and complied, complied in all material respects, respects with the covenants all agreements and provisions of conditions required by this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, required herein Agreement to be performed or complied with by Seller between the date hereof and them prior to or on the Closing Date.

Performance of Covenants. Seller shall have performed Each and complied, in all material respects, with of the covenants and provisions agreements of this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, required herein Seller to be performed or complied with prior to or on the Closing Date shall have been duly performed or complied with by Seller, and Seller between the date hereof and shall have delivered to Buyer a certificate to that effect, dated the Closing Date, and signed by the President or a Vice President of Seller.

Performance of Covenants. Seller Sellers shall have performed and complied, in all material respects, with the covenants and provisions agreements required to be completed prior to or on closing, including completion of the deliveries required by Article V of this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, required herein to be performed or complied with by Seller between the date hereof and the Closing Date.

Performance of Covenants. The Seller shall have performed and complied, in all material respects, with the covenants and provisions agreements required to be completed prior to or on closing, including completion of the deliveries required by Section 5.2 of this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, required herein to be performed or complied with by Seller between the date hereof and the Closing Date.

Performance of Covenants. Each Seller shall have performed and complied, or complied in all material respects, respects with the all agreements and covenants and provisions of required by this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, required herein Agreement to be performed or complied with by Seller between it at or prior to the date hereof Core Portfolio Closing, and the Buyer shall have received from each Seller certificates, each dated the Core Portfolio Closing Date, to that effect signed, on behalf of each Seller, by an authorized officer thereof.

Performance of Covenants. Seller shall have performed and complied, in all material respectsrespects all obligations and agreements, and complied in all material respects with the all covenants and provisions of conditions, contained in this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, required herein Agreement to be performed or complied with by Seller between the date hereof and it prior to or at the Closing Date or the applicable Transfer Date.

Performance of Covenants. Seller Buyer shall have performed and complied, in all material respects, with the covenants and provisions of in this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, Agreement required herein to be performed or complied with by Seller it between the date hereof and the Closing Date.

Performance of Covenants. Seller shall have performed and complied, complied in all material respects, respects with the all covenants and provisions of agreements required by this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, required herein Agreement to be performed or complied with by Seller between the date hereof and the Closing Dateprior to or at Closing.

Performance of Covenants. Seller shall have performed and complied, complied with in all material respects, with the respects all covenants and provisions of required by this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, required herein Agreement to be performed or and complied with by Seller between at or prior to the date hereof and the Closing DateClosing.

Performance of Covenants. Seller shall have performed and complied, in all material respects, with the covenants and provisions of this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, hereof required herein to be performed or complied with by Seller between the date hereof of this Agreement and the Closing DateDate (including, without limitation, all actions required under Section 3.2).

Performance of Covenants. The covenants and obligations that Seller is required to perform or comply with under this Agreement on or before the Closing Date shall have been duly performed and complied, in all material respects, with the covenants and provisions of this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, required herein to be performed or complied with by Seller between the date hereof and the Closing DateSeller.

Performance of Covenants. Seller Buyer shall have performed and compliedcomplied with, or shall cause the performance of and compliance with, in all material respects, with the respects all of its covenants and provisions of this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, agreements required herein to be performed or complied with by Seller between it under this Agreement prior to the date hereof Closing Date and the Closing DateSellers shall have received a certificate of Buyer certifying as to the foregoing.

Performance of Covenants. Seller shall have materially performed all obligations and complied, agreements and complied in all material respects, respects with the all covenants and provisions of conditions required by this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, required herein Agreement to be performed or complied with by Seller between prior to or at the date hereof and the Closing DateClosing.

Performance of Covenants. Seller shall have duly performed and complied, complied in all material respectsrespects with each covenant, with the covenants agreement and provisions of condition required by this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, required herein Agreement to be performed or complied with by Seller between the date hereof and it prior to or on the Closing Date.

Performance of Covenants. Seller shall Buyer must have performed and fulfilled or complied, in all material respects, with the all covenants and provisions of contained in this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, Agreement that are required herein to be performed fulfilled or complied with by Seller between it at or prior to the date hereof and the Closing DateClosing.

Performance of Covenants. Seller The Buyer shall have performed and complied, in complied with all material respects, with the obligations and covenants and provisions of required by this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, required herein Agreement to be performed or complied with by Seller between the date hereof and Buyer prior to or at the Closing DateClosing.

Performance of Covenants. Every covenant and agreement made by Seller shall have performed and complied, in all material respects, with the covenants and provisions of this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, Parties hereunder which is required herein to be performed at or complied before Closing shall be performed to the extent required hereunder as of Closing. Seller shall provide to Buyer Seller’s certification of compliance with by Seller between the date hereof and the Closing Datethis condition.

Performance of Covenants. Seller SELLER shall have performed and compliedcomplied with all covenants, in all material respects, with the covenants obligations and provisions of this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, required herein agreements to be performed or complied with by Seller between the date hereof and it on or before the Closing DateDate pursuant to this Agreement.

Performance of Covenants. Seller shall have performed and complied, in all material respects, with the respects all of their covenants and provisions of obligations contained in this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, required herein Agreement to be performed on or complied with by Seller between the date hereof and prior to the Closing Date, and Buyer shall have received a certificate to such effect, executed by the Seller and dated as of the Closing Date, in form satisfactory to Buyer.

Performance of Covenants. Seller The Sellers shall have performed and complied, complied in all material respects, respects with the all of their covenants and provisions of this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, agreements required herein to be performed or complied with by Seller between them pursuant to the date hereof and Transaction Documents prior to the Closing Date.

Performance of Covenants. Seller shall will have performed and compliedcomplied with, in all material respects, with the all obligations, agreements and covenants and provisions of this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, required herein to be performed by, or complied with by by, Seller between under this Agreement at or prior to the date hereof and the Closing DateClosing.

Performance of Covenants. The Seller shall have performed and complied, in all material respects, respects (but without regard to any qualifications with the respect to materiality contained therein) all covenants and provisions of contained in this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, required herein Agreement to be performed by it at or complied with by Seller between the date hereof prior to Closing, and the Closing DateSeller shall have delivered a certificate of a senior officer confirming the foregoing.

Performance of Covenants. Seller shall have performed and complied, in all material respects, with the covenants and provisions agreements required to be completed prior to or on closing, including completion of the deliveries required by Section 5.3 of this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, required herein to be performed or complied with by Seller between the date hereof and the Closing Date.

Performance of Covenants. Seller shall have performed Each and complied, in all material respects, with of the covenants and provisions agreements of this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, required herein each Seller to be performed or complied with prior to or on the Closing Date shall have been duly performed or complied with by such Seller, and each Seller between the date hereof shall have delivered to TPG and Buyer a certificate to that effect, dated the Closing Date, and signed by such Seller.

Performance of Covenants. Seller The Vendor shall have performed and compliedcomplied with all covenants, in all material respects, with the covenants obligations and provisions of this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, required herein agreements to be performed or complied with by Seller between the date hereof and it on or before the Closing Date.Date pursuant to this Agreement;

Performance of Covenants. Seller Each of the Sellers shall have performed and complied, in all material respects, complied with the its covenants and provisions of agreements required by this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, required herein Agreement to be performed or complied with by Seller between the date hereof and it at or prior to the Closing Datein all material respects.

Performance of Covenants. Seller shall have performed Each and complied, in all material respects, with of the covenants and provisions agreements of this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, required herein Seller to be performed or complied with prior to or on the Closing Date shall have been duly performed or complied with by Seller, and Seller between the date hereof shall have delivered to Buyer and GTI a certificate to that effect, dated the Closing Date, and signed by an authorized representative of Seller.

Performance of Covenants. Seller shall have performed and complied, in all material respects, with the respects all covenants and provisions of this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, agreements required herein to be performed or and complied with by Seller between under this Agreement at or prior to the date hereof and the Closing DateClosing.

Performance of Covenants. Seller The Vendor shall have performed and complied, in all material materials respects (except with respect to obligations qualified by materiality, in which case in all respects, ) with the all covenants and provisions of this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, required agreements herein agreed to be performed or complied with caused to be performed by Seller between the date hereof and it at or prior to the Closing DateTime.

Performance of Covenants. Seller The Sellers shall have performed and complied, in all material respects, with respects all of the covenants and provisions of agreements that are required by this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, required herein Agreement to be performed by the Sellers at or complied with by Seller between prior to the date hereof and the Closing DateClosing.

Performance of Covenants. Seller shall will have performed and compliedcomplied with all agreements, in all material respects, with the covenants and provisions of obligations required by this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, required herein Agreement to be performed by such Party prior to or complied with by Seller between at the date hereof and the Closing DateClosing.

Performance of Covenants. Seller shall have performed Each and complied, in all material respects, with of the covenants and provisions agreements of this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, required herein Buyer to be performed or complied with by Seller between the date hereof and prior to or on the Closing DateDate shall have been duly performed or complied with by Buyer in all material respects, and ▇▇▇▇▇ shall have delivered to Seller a certificate to the foregoing effect, dated the Closing Date and signed by the President or any duly authorized Vice President of Buyer, as the case may be.

Performance of Covenants. Shareholders and Seller shall have performed and compliedor complied with all of the agreements, in all material respects, with the covenants and provisions of conditions required by this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, required herein Agreement to be performed or complied with by Seller between them prior to or at the date hereof and the Closing DateClosing.

Performance of Covenants. Seller shall have performed and complied, in all material respectsrespects performed or complied with each and all of the obligations, with the covenants covenants, agreements and provisions of this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, conditions required herein to be performed or complied with by Seller between the date hereof and on or prior to the Closing DateDate , including but not limited to Section 2.10, (except to the extent limited or qualified by materiality or Material Adverse Effect, in which event such applicable obligations, covenants, agreements and conditions shall have been performed or complied with in all respects in accordance with the terms of the applicable obligations, covenants, agreements and conditions).

Performance of Covenants. Seller Sellers and Shareholders shall have ------------------------- performed and compliedcomplied with all the covenants, in all material respectsobligations, with the covenants and provisions of this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, conditions required herein to be performed or complied with by Seller between the date hereof and Sellers on or before the Closing DateDate pursuant to this Agreement. Buyer shall have received a certificate to that effect signed by each Shareholder and a duly authorized officer of Sellers.

Performance of Covenants. Seller shall have performed and complied, complied in all material respectsrespects with each and every covenant, with the covenants agreement and provisions of condition required by this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, required herein Agreement to be performed or complied with by Seller between the date hereof and with, on or prior to the Closing Date.

Performance of Covenants. Seller shall have performed duly performed, satisfied and compliedcomplied with, in all material respects, with the all agreements, covenants and provisions obligations of Seller set forth in this Agreement, including, without limitation those in Section 6.1 Agreement and those in Section 6.3, required herein to be performed so performed, satisfied or complied with by Seller between at or prior to the date hereof and the Closing DateClosing.

Performance of Covenants. Seller Sellers shall have performed and complied, or complied in all material respectsrespects with all of the agreements, with the covenants and provisions of conditions required by this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, required herein Agreement to be performed or complied with by Seller between them prior to or at the date hereof and the Closing DateClosing.

Performance of Covenants. Each Seller shall will have performed and complied, complied in all material respects, respects with the covenants all agreements and provisions of obligations required by this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, required herein Agreement to be performed or complied with by Seller between the date hereof and it at or prior to the Closing Date.

Performance of Covenants. Seller shall have fully performed and complied, complied with in all material respectsrespects all covenants, with the covenants obligations, agreements, conditions and provisions of this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, commitments required herein to be performed or complied with fulfilled by Seller between pursuant to the date terms hereof and on or prior to the Closing Date.

Performance of Covenants. Seller shall have performed Each and complied, in all material respects, with of the covenants and provisions agreements of this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, required herein Seller to be performed or complied with prior to or on the Closing Date shall have been duly performed or complied with by Seller between in all material respects, and Seller shall have delivered to Buyer a certificate to the date hereof and foregoing effect, dated the Closing DateDate and signed by the Chairman, Vice Chairman, President or any duly authorized Vice President of Seller.

Performance of Covenants. Seller shall have performed and complied, in all material respects, complied with the covenants and provisions of this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, Agreement required herein to be performed or complied with by Seller it between the date hereof and the Closing Date.

Performance of Covenants. The Seller shall have in all respects performed and compliedcomplied with all covenants, in agreements, and conditions that this Agreement and all material respects, with the covenants and provisions of this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, required herein related documents require to be performed or complied with by Seller between the date hereof and before or on the Closing Date, specifically including all of the Related Agreements referred to in Section 5, and Buyer shall have received a certificate to such effect signed by the President or a Vice President of Seller.

Performance of Covenants. Seller shall have complied with and performed and complied, in all material respects, with respects all of the covenants and provisions of obligations required by this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, required herein Agreement to be performed or complied with or performed by Seller between the date hereof and at or prior to the Closing Date.

Performance of Covenants. Seller The Sellers shall have performed and compliedcomplied with all covenants, in all material respectsagreements, with the covenants and provisions conditions of this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, required herein Agreement to be performed prior to or complied with by Seller between the date hereof and on the Closing Date, and Sellers shall have furnished Buyer a certificate to that effect.

Performance of Covenants. Each Seller shall have performed and complied, complied in all material respects, respects with the covenants all agreements and provisions of this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, conditions required herein and by the Sale Documents to be performed or complied with by Seller between such party prior to or at the date hereof and the Closing DateClosing.

Performance of Covenants. Seller Sellers shall have performed and complied, complied in all material respectsrespects with each and every covenant, with the covenants undertaking, agreement and provisions of condition required by this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, required herein Agreement to be performed or complied with by Seller between Sellers prior to or on the date hereof Closing Date and Buyer shall have received at the Closing a certificate, dated as of the Closing Date, executed by an executive officer of each of the Sellers to such effect.

Performance of Covenants. Seller shall have duly performed and complied, complied in all material respectsrespects with all agreements, with the covenants and provisions of conditions required by this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, required herein Agreement to be performed or complied with by Seller between the date hereof and it prior to or on the Closing Date.

Performance of Covenants. Seller shall have performed and complied, complied in all material respects, respects with the all covenants and provisions of agreements, and satisfied all conditions that Seller is required by this AgreementAgreement to perform, includingcomply with, without limitation those in Section 6.1 and those in Section 6.3, required herein to be performed or complied with by Seller between the date hereof and the Closing Datesatisfy.

Performance of Covenants. Seller shall have performed Each and complied, in all material respects, with of the covenants and provisions agreements of this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, required herein Seller to be performed or complied with by Seller between the date hereof and prior to or on the Closing DateDate shall have been performed or complied with in all material respects by Seller.

Performance of Covenants. Seller shall have performed and complied, in ------------------------ all material respects, with the respects all covenants and provisions of obligations and complied with all conditions required by this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, required herein Agreement to be performed or complied with by Seller between the date hereof and it on or prior to the Closing Date.

Performance of Covenants. Each of the obligations of Seller to be performed by it on or before the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied, in all material respects, with the covenants and provisions of this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, required herein to be performed or complied with by Seller between the date hereof and the Closing Date.

Performance of Covenants. Each covenant and agreement of the Seller shall required by this Agreement to be performed by the Seller at or prior to the Closing will have been duly performed and complied, in all material respects, with respects as of the covenants and provisions of this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, required herein to be performed or complied with by Seller between the date hereof and the Closing DateClosing.

Performance of Covenants. Seller Sellers shall have performed and complied, in all material respects, with the respects all of their covenants and provisions of obligations contained in this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, required herein Agreement to be performed on or complied with by Seller between the date hereof and prior to the Closing Date, and Buyer shall have received a certificate to such effect, executed by the Sellers and dated as of the Closing Date, in form satisfactory to Buyer.

Performance of Covenants. Seller shall have performed and complied, in all material respects, with the respects all covenants and provisions of obligations and complied with all conditions required by this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, required herein Agreement to be performed or complied with by Seller between the date hereof and it on or prior to the Closing Date.

Performance of Covenants. Seller Sellers shall have performed and complied, in all material respects, with the covenants and provisions of obligations contained in this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, required herein Agreement to be performed on or complied with prior to the Closing Date and Buyer shall have received a certificate to such effect, executed by Seller between the date hereof Sellers and dated as of the Closing Date, in form satisfactory to Buyer.

Performance of Covenants. Each Seller shall have performed and complied, in all material respects, with the covenants and provisions of this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, Agreement required herein to be performed or complied with by Seller it between the date hereof and the Closing Date.

Performance of Covenants. The Seller shall have fulfilled, performed and complied, or complied in all material respectsrespects with all covenants contained in this Agreement be fulfilled, with the covenants and provisions of this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, required herein to be performed or complied with by Seller between the date hereof it at or prior to Closing, and the Closing DateSeller shall have executed and delivered a certificate of a senior officer to that effect.

Performance of Covenants. Seller The Buyer shall have performed and complied, in all material respects, with respects all of the covenants and provisions of this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, agreements required herein to be performed by it pursuant to the Transaction Documents on or complied with by Seller between the date hereof and prior to the Closing Date.

Performance of Covenants. Seller shall have performed and complied, complied in all material respectsrespects with all agreements, with the covenants and provisions of obligations required by this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, required herein Agreement to be performed or complied with by Seller between prior to or at the date hereof and the Closing DateClosing.

Performance of Covenants. Seller shall must have performed and fulfilled or complied, in all material respects, with the all covenants and provisions of contained in this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, Agreement required herein to be performed fulfilled or complied with by it at or prior to the Closing. Seller between shall also have executed and delivered a certificate confirming the date hereof and the Closing Dateforegoing signed by an officer of Seller.

Performance of Covenants. Seller shall have performed and complied, complied in all material respects, respects to the reasonable satisfaction of Buyer with the covenants and provisions of in this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, Agreement required herein to be performed or complied with by Seller between the date hereof and on or before the Closing Date.

Performance of Covenants. Seller shall have performed and complied, in all material respects, with the covenants and provisions of obligations contained in this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, required herein Agreement to be performed on or complied with prior to the Closing Date and Buyer shall have received a certificate to such effect, executed by the Seller between the date hereof and dated as of the Closing Date, in form satisfactory to Buyer.

Performance of Covenants. All of the terms, covenants and conditions to be complied with and performed by Seller under this Agreement on or prior to Closing Date shall have been complied with or performed and complied, in all material respects, with the covenants and provisions of this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, required herein to be performed or complied with by Seller between the date hereof and the Closing Date.

Performance of Covenants. Seller shall have performed and complied, in all material respects, respects performed or complied with the covenants material obligations, covenants, agreements and provisions of this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, conditions required herein to be performed or complied with by Seller between the date hereof and the Closing Dateon or prior to Closing.

Performance of Covenants. Seller shall must have performed and fulfilled or complied, in all material respects, with the all covenants and provisions of contained in this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, Agreement required herein to be performed fulfilled or complied with by it at or prior to the Closing. Seller between shall also have executed and delivered a certificate confirming the date hereof and the Closing Dateforegoing signed by a senior officer.

Performance of Covenants. The Seller shall have performed and fulfilled or complied, in all material respects, with the all covenants and provisions of contained in this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, required herein Agreement to be performed fulfilled or complied with by Seller between it at or prior to the date hereof and the Closing DateClosing.

Performance of Covenants. Seller shall have has performed and complied, or complied in all material respects, respects with the all agreements and covenants and provisions of required by this Agreement, including, without limitation those in Section 6.1 and those in Section 6.3, required herein Agreement to be performed or complied with by Seller between the date hereof and it on or prior to the Closing Date.