Common use of Representations, Performance Clause in Contracts

Representations, Performance. The representations and warranties of the Selling Partners contained in this Agreement and in the Collateral Agreements 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. 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 be performed or complied with by them prior to or on the Closing Date. The Selling Partners shall have delivered to ACI a certificate, dated the Closing Date and signed by each of the Selling Partners, to the foregoing effect.

Representations, Performance. The representations and warranties of the Selling Partners ---------------------------- Purchaser contained in this the Agreement and or in the Collateral Agreements 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. Billing and each of the Selling Partners 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 Other Sellers Documents to be performed or complied with by them it prior to or on the Closing Date. The Selling Partners Purchaser shall have delivered to ACI Sellers a certificate, certificate dated the Closing Date and signed by each of the Selling Partnersits duly authorized officer, to the foregoing effect.

Representations, Performance. (a) The representations and warranties of the Selling Partners Sellers and the Guarantor contained in this Agreement and in the Collateral Agreements (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 Date. Billing . (b) Each Seller and each of the Selling Partners Guarantor 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 be performed or complied with by them it prior to or on the Closing Date. . (c) The Selling Partners Sellers shall have delivered the Trade Accounts Payable Statement to the Buyer five (5) Business Days prior to the Closing Date. (d) Each Seller and the Guarantor shall have delivered to ACI the Buyer a certificate, dated the Closing Date and signed by each of the Selling Partnersits duly authorized officer, certifying as to the foregoing effectmatters set forth in Sections 5.2.1(a) and (b).

Representations, Performance. The representations and warranties of the Selling Partners Seller contained in this Agreement and in the Collateral Ancillary Agreements (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. Billing and each of the Selling Partners 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 be performed or complied with by them it prior to or on the Closing Date. The Selling Partners Seller shall have delivered to ACI the Buyer a certificate, dated the Closing Date and signed by each of the Selling Partnersits duly authorized officers, to the foregoing effect.

Representations, Performance. The representations and warranties of the Selling Partners Merger Sub and ACI contained in this Agreement and in the Collateral Agreements 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. Billing Merger Sub and each of the Selling Partners 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 be performed or complied with by them prior to or on the Closing Date. The Selling Partners Merger Sub and ACI shall have delivered to ACI Billing and the Selling Partners a certificate, dated the Closing Date and signed by each the duly authorized officers of the Selling PartnersMerger Sub and ACI, to the foregoing effect.

Representations, Performance. The representations and warranties of the Selling Partners 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. Billing and each of the Selling Partners 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 them it prior to or on the Closing Date. The Selling Partners Seller shall have delivered or shall cause to ACI be delivered to Purchaser a certificate, dated the Closing Date and signed by each the duly authorized officers of the Selling PartnersSeller, to the foregoing effect.

Representations, Performance. The representations and warranties of the Selling Partners Seller contained in this Agreement and in the Collateral Agreements (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. Billing and each of the Selling Partners 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 be performed or complied with by them it prior to or on the Closing Date. The Selling Partners Seller shall have delivered to ACI the Buyer a certificate, dated the Closing Date and signed by each of the Selling Partnersits duly authorized officers, to the foregoing effect.