Common use of Representations and Covenants Clause in Contracts

Representations and Covenants. The representations and warranties of the Parent contained in this Agreement shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. The Parent shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Parent on or prior to the Closing Date. The Parent shall have delivered to the Shareholder and the Company, a certificate, dated the Closing Date, to the foregoing effect.

Appears in 31 contracts

Samples: Share Exchange and Funding Agreement, Exchange Agreement (New You, Inc.), Share Exchange and Funding Agreement (SocialPlay USA, Inc.)

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Representations and Covenants. The representations and warranties of the Parent contained in this Agreement shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. The Parent shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Parent on or prior to the Closing Date. The Parent shall have delivered to the Shareholder Shareholders and the Company, a certificate, dated the Closing Date, to the foregoing effect.

Appears in 19 contracts

Samples: Share Exchange Agreement (Imperalis Holding Corp.), Share Exchange Agreement (Imperalis Holding Corp.), Share Exchange Agreement (Quark Technology Global Inc.)

Representations and Covenants. The representations and warranties of the Parent contained in this Agreement shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. The Parent shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Parent on or prior to the Closing Date. The Parent shall have delivered to the Shareholder and the Company, a certificate, dated the Closing Date, to the foregoing effect.

Appears in 14 contracts

Samples: Share Exchange Agreement (Emarine Global Inc.), Share Exchange Agreement (Pollex, Inc.), Share Exchange Agreement (Cyberspace Vita, Inc.)

Representations and Covenants. The representations and warranties of the Parent contained in this Agreement shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. The Parent shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Parent on or prior to the Closing Date. The Parent shall have delivered to the Shareholder and the Company, if requested, a certificate, dated the Closing Date, to the foregoing effect.

Appears in 8 contracts

Samples: Share Exchange Agreement (Petroterra Corp.), Share Exchange Agreement (Banjo & Matilda, Inc.), Share Exchange Agreement (Clavis Technologies International Co., Ltd.)

Representations and Covenants. The representations and warranties of the Parent contained in this Agreement shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. The Parent shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Parent on or prior to the Closing Date. The Parent shall have delivered to the Shareholder Members and the Company, a certificate, dated the Closing Date, to the foregoing effect.

Appears in 5 contracts

Samples: Securities Exchange Agreement (California Gold Corp.), Securities Exchange Agreement (Bitcoin Shop Inc.), Securities Exchange Agreement (American Strategic Minerals Corp)

Representations and Covenants. The representations and warranties of the Parent contained in this Agreement shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except the representations and warranties of Parent otherwise qualified by materiality shall be true and correct in all respects. The Parent shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Parent on or prior to the Closing Date. The Parent shall have delivered to the Shareholder Shareholders and the Company, a certificate, dated the Closing Date, to the foregoing effect.

Appears in 4 contracts

Samples: Share Exchange Agreement (Orbital Tracking Corp.), Share Exchange Agreement (World Surveillance Group Inc.), Share Exchange Agreement (World Surveillance Group Inc.)

Representations and Covenants. The representations and warranties of the Parent contained in this Agreement shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. The Parent shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Parent on or prior to the Closing Date. The Parent shall have delivered to the Shareholder Stockholders and the Company, a certificate, dated the Closing Date, to the foregoing effect.

Appears in 4 contracts

Samples: Share Exchange Agreement (Equicap Inc), Share Exchange Agreement (BTHC Iii Inc.), Share Exchange Agreement (Concept Ventures Corp)

Representations and Covenants. The representations and warranties of the Parent contained in this Agreement shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. The Parent shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Parent on or prior to the Closing Date. The Parent shall have delivered to the Shareholder Stockholder and the Company, a certificate, dated the Closing Date, to the foregoing effect.

Appears in 3 contracts

Samples: Share Exchange Agreement (Heavy Earth Resources, Inc.), Share Exchange Agreement (Millennium Quest Inc), Share Exchange Agreement (Certified Technologies Corp)

Representations and Covenants. The representations and warranties of the Parent contained in this Agreement shall be true in all material respects on and as the date of the Closing Date with the same force and effect as though made on this Agreement and as of the Closing Date, except for representations and warranties of Parent contained in this Agreement that contain an express materiality qualification which shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct in all respects as of the Closing Date. The Parent shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Parent on or prior to the Closing Date. The Parent shall have delivered to the Shareholder and the Company, a certificate, dated the Closing Date, to the foregoing effect.

Appears in 2 contracts

Samples: Unit Exchange Agreement (ComHear, Inc.), Unit Exchange Agreement (Playbutton Acquisition Corp.)

Representations and Covenants. The representations and warranties of the Parent contained in this Agreement shall be true in all material respects (except for representations and warranties qualified by materiality or Material Adverse Effect which must be true in all respects) on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. The Parent shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Parent on or prior to the Closing Date. The Parent shall have delivered to the Shareholder and the Company, a certificate, dated the Closing Date, to the foregoing effect.

Appears in 2 contracts

Samples: Securities Exchange Agreement (22nd Century Group, Inc.), Securities Exchange Agreement (Exactus, Inc.)

Representations and Covenants. The representations and warranties of the Parent contained in this Agreement shall be true in all material respects (except for representations and warranties qualified by reference to materiality or any Parent Material Adverse Effect, which representations and warranties shall be true in all respects) on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. The Parent shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Parent on or prior to the Closing Date. The Parent shall have delivered to the Shareholder Shareholders and the Company, a certificate, dated the Closing Date, to the foregoing effect.

Appears in 2 contracts

Samples: Share Exchange Agreement (Novint Technologies Inc), Share Exchange Agreement (Novint Technologies Inc)

Representations and Covenants. The Except as expressly contemplated by this Agreement, the representations and warranties of the Parent and the Purchaser contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. The Parent and the Purchaser shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Parent and the Purchaser on or prior to the Closing Date. The Parent shall have delivered to the Shareholder and the Company, a certificate, dated the Closing Date, to the foregoing effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (U S Pawn Inc)

Representations and Covenants. The representations and warranties of the Parent contained in this Agreement shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. The Parent shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Parent on or prior to the Closing Date. The Parent shall have delivered to the Shareholder Shareholders and the Company, a certificate, dated the Closing Date, to the foregoing effect.

Appears in 1 contract

Samples: Share Exchange Agreement (BTHC Iii Inc.)

Representations and Covenants. The representations and warranties of the Parent contained in this Agreement shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. The Parent shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Parent on or prior to the Closing Date. The Parent shall have delivered to the Shareholder Shareholders and the Company, Company a certificate, dated the Closing Date, to the foregoing effect.

Appears in 1 contract

Samples: Share Exchange Agreement (Sunset Suits Holdings, Inc.)

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Representations and Covenants. The representations and warranties of the Parent contained in this Agreement shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. The Parent shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Parent on or prior to the Closing Date. The Parent shall have delivered to the Shareholder PetVivo Shareholders and the CompanyPetVivo, a certificate, dated the Closing Date, to the foregoing effect.

Appears in 1 contract

Samples: Securities Exchange Agreement (Technologies Scan Corp)

Representations and Covenants. The ----------------------------------- representations and warranties of the Parent contained in this Agreement shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. The Parent shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Parent on or prior to the Closing Date. The Parent shall have delivered to the Shareholder Stockholders and the Company, a certificate, dated the Closing Date, to the foregoing effect.

Appears in 1 contract

Samples: Share Exchange Agreement (Matador Acquisition CORP)

Representations and Covenants. The representations and warranties of the Parent contained in this Agreement shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. The Parent shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Parent on or prior to the Closing Date. The Parent shall have delivered to the Shareholder Member and the Company, a certificate, dated the Closing Date, to the foregoing effect.

Appears in 1 contract

Samples: Exchange Agreement (New You, Inc.)

Representations and Covenants. The representations and warranties of the Parent and the Company contained in this Agreement shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. The Parent or the Company shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Parent or the Company on or prior to the Closing Date. The Parent shall have delivered to the Shareholder Xxxxxxx, Xxxxxxxx and the CompanyIBC, a certificate, dated the Closing Date, to the foregoing effect.

Appears in 1 contract

Samples: Share Exchange Agreement (Equicap Inc)

Representations and Covenants. The representations and warranties of the Parent contained in this Agreement shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. The Parent shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Parent on or prior to the Closing Date. The Parent shall have delivered to the Shareholder and the Company, Company a certificate, dated the Closing Date, to the foregoing effect.

Appears in 1 contract

Samples: Share Exchange Agreement (Imperalis Holding Corp.)

Representations and Covenants. The representations and warranties of the Parent contained in this Agreement shall be true in all material respects on and as of the Closing Date with the same force and effect as AS though made on and as of the Closing Date. The Parent shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Parent on or prior to the Closing Date. The Parent shall have delivered to the Shareholder and the Companycompany, if requested, a certificate, dated the Closing Date, to the foregoing effect.

Appears in 1 contract

Samples: Share Exchange Agreement (Zhongpin Inc.)

Representations and Covenants. The representations and warranties of the Parent contained in this Agreement shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. The Parent shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Parent on or prior to the Closing Date. The Parent shall have delivered to the Shareholder Xxxx Shareholders and the CompanyXxxx, a certificate, dated the Closing Date, to the foregoing effect.

Appears in 1 contract

Samples: Securities Exchange Agreement (TagLikeMe Corp.)

Representations and Covenants. The representations and warranties of the Parent contained in this Agreement shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. The Parent shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Parent on or prior to the Closing Date. The Parent shall have delivered to the Shareholder Shareholders and the Company, a certificate, dated the Closing DateXxxx, to the foregoing effect.

Appears in 1 contract

Samples: Share Exchangeagreement (Cubed, Inc.)

Representations and Covenants. The representations and warranties of the Parent and the Company contained in this Agreement shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. The Parent and the Company shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Parent and the Company on or prior to the Closing Date. The Parent Company shall have delivered to the Shareholder and the Company, IMHC a certificate, dated the Closing Date, to the foregoing effect.

Appears in 1 contract

Samples: Securities Purchase Agreement (Imperalis Holding Corp.)

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