Common use of Accuracy of Representations and Performance of Covenants Clause in Contracts

Accuracy of Representations and Performance of Covenants. Each of the representations and warranties made by the Company Parties and the Members shall be true and correct in all material respects as of the Closing Date as if made on such date. The Company and each Member shall have performed or complied with all covenants and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing. OHGI shall be furnished with a certificate, signed by a duly authorized executive officer of the Company and dated as of the Closing Date, confirming (i) the statements made in the two preceding sentences; and (ii) that there has been no material adverse change in the business, affairs, prospects, operations, properties, assets or conditions of the Company since the date of this Agreement.

Appears in 1 contract

Samples: Exchange Agreement (One Horizon Group, Inc.)

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Accuracy of Representations and Performance of Covenants. Each of the representations and warranties made by the Company Parties and the Members Stockholders shall be true and correct in all material respects as of the Closing Date as if made on such date. The Company and each Member Stockholder shall have performed or complied with all covenants and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing. OHGI Source shall be furnished with a certificate, signed by a duly authorized executive officer of the Company and dated as of the Closing Date, confirming (i) the statements made in the two preceding sentences; sentences and (ii) that there has been no material adverse change in the business, affairs, prospects, operations, properties, assets or conditions of the Company since the date of this Agreement.

Appears in 1 contract

Samples: Share Exchange Agreement (Source Financial, Inc.)

Accuracy of Representations and Performance of Covenants. Each of the representations and warranties made by the Company Parties and the Members Stockholders shall be true and correct in all material respects as of the Closing Date as if made on such date. The Company and each Member the Stockholders shall have performed or complied with all covenants and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing. OHGI shall be furnished with a certificate, signed by the Stockholders of the Company and a duly authorized executive officer of the Company and dated as of the Closing Date, confirming (i) the statements made in the two (2) preceding sentences; and (ii) that there has been no material adverse change in the business, affairs, prospects, operations, properties, assets or conditions of the Company since the date of this Agreement.

Appears in 1 contract

Samples: Exchange Agreement (One Horizon Group, Inc.)

Accuracy of Representations and Performance of Covenants. Each of the representations and warranties made by the Company Parties and the Members Shareholder shall be true and correct in all material respects as of the Closing Date as if made on such date. The Company and each Member the Shareholder shall have performed or complied with all covenants and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing. OHGI shall be furnished with a certificate, signed by a duly authorized executive officer of the Company and dated as of the Closing Date, confirming (i) the statements made in the two preceding sentences; and (ii) that there has been no material adverse change in the business, affairs, prospects, operations, properties, assets or conditions of the Company since the date of this Agreement.

Appears in 1 contract

Samples: Exchange Agreement (One Horizon Group, Inc.)

Accuracy of Representations and Performance of Covenants. Each of the representations and warranties made by the Company Parties and the Members Shareholders shall be true and correct in all material respects as of the Closing Date as if made on such date. The Company and each Member Shareholder shall have performed or complied with all covenants and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing. OHGI Dionics shall be furnished with a certificate, signed by a duly authorized executive officer of the Company and dated as of the Closing Date, confirming (i) the statements made in the two preceding sentences; sentences and (ii) that there has been no material adverse change in the business, affairs, prospects, operations, properties, assets or conditions of the Company since the date of this Agreement.

Appears in 1 contract

Samples: Share Exchange Agreement (Dionics Inc)

Accuracy of Representations and Performance of Covenants. Each of the representations and warranties made by the Company Parties and the Members shall be true and correct in all material respects as of the Closing Date as if made on such date. The Company and each Member shall have performed or complied with all covenants and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing. OHGI Banjo shall be furnished with a certificate, signed by a duly authorized executive officer of the Company and dated as of the Closing Date, confirming (i) the statements made in the two (2) preceding sentences; sentences and (ii) that there has been no material adverse change in the business, affairs, prospects, operations, properties, assets or conditions of the Company since the date of this Agreement.

Appears in 1 contract

Samples: Exchange Agreement (Banjo & Matilda, Inc.)

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Accuracy of Representations and Performance of Covenants. Each of the representations and warranties made by the Company Parties and the Members shall be true and correct in all material respects as of the Closing Date as if made on such date. The Company and each Member shall have performed or complied with all covenants and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing. OHGI Banjo shall be furnished with a certificate, signed by a duly authorized executive officer of the Company and dated as of the Closing Date, confirming (i) the statements made in the two preceding sentences; sentences and (ii) that there has been no material adverse change in the business, affairs, prospects, operations, properties, assets or conditions of the Company since the date of this Agreement.

Appears in 1 contract

Samples: Share Exchange Agreement (Banjo & Matilda, Inc.)

Accuracy of Representations and Performance of Covenants. Each of the representations and warranties made by the Company Parties and the Members each Stockholder shall be true and correct in all material respects as of the Closing Date as if made on such date. The Company and each Member Stockholder shall have performed or complied with all covenants and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing. OHGI shall be furnished with a certificate, signed by a duly authorized executive officer of the Company and dated as of the Closing Date, confirming (i) the statements made in the two preceding sentences; and (ii) that there has been no material adverse change in the business, affairs, prospects, operations, properties, assets or conditions of the Company since the date of this Agreement.

Appears in 1 contract

Samples: Exchange Agreement (One Horizon Group, Inc.)

Accuracy of Representations and Performance of Covenants. Each of the representations and warranties made by the Company Parties and the Members shall be true and correct in all material respects as of the Closing Date as if made on such date, including any ratification of the Shareholder Approval as may be necessary pursuant to Section 5.08. The Company and each Member Stockholder shall have performed or complied with all covenants and conditions required by this Agreement to be performed or complied with by it prior to or at the Closing. OHGI Source shall be furnished with a certificate, signed by a duly authorized executive officer of the Company and dated as of the Closing Date, confirming (i) the statements made in the two preceding sentences; sentences and (ii) that there has been no material adverse change in the business, affairs, prospects, operations, properties, assets or conditions of the Company since the date of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Source Financial, Inc.)

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