Accuracy of Representations and Warranties and Compliance with Obligations Sample Clauses
The "Accuracy of Representations and Warranties and Compliance with Obligations" clause ensures that all statements and assurances made by a party in the agreement are true and correct at the time of signing and, often, at closing. This clause typically requires each party to confirm that they have fulfilled all their contractual duties and that no material misstatements or omissions exist. By doing so, it provides assurance to the other party that the foundational facts and promises underlying the agreement are reliable, thereby reducing the risk of undisclosed issues or breaches that could undermine the transaction.
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Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of Purchaser contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as though made at and as of that time except: (i) for changes specifically permitted by or disclosed pursuant to this Agreement; and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date. Purchaser shall have performed and complied in all material respects with all of its obligations required by this Agreement to be performed or complied with at or prior to the Closing Date. Purchaser shall have delivered to the Sellers a certificate, dated as of the Closing Date, and signed by an executive officer thereof, certifying that such representations and warranties are true and correct, and that all such obligations have been performed and complied with, in all material respects.
Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of the Buyer in this Agreement shall be true and correct in all material respects on the date of this Agreement and on the Closing Date. The Buyer shall have performed and complied with all of its obligations required by this Agreement to be performed or complied with at or prior to the Closing and shall have delivered to the Seller copies of resolutions adopted by the board of directors of the Seller authorizing the transactions contemplated by this Agreement.
Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of the Company and the Shareholders contained in this Agreement shall be true and correct at and as of the Closing Date with the same force and effect as though made at and as of that time except (I) for matters specifically permitted by or disclosed on any Schedule to this Agreement, and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date. Each of the Company and Shareholders shall have performed and complied with all of their respective obligations required by this Agreement to be performed or complied with at or prior to the Closing Date. Each of the Company and Shareholders shall have delivered to Nations a certificate, dated as of the Closing Date, duly signed (in the case of the Company by its President), certifying that such representations and warranties are true and correct and that all such obligations have been complied with and performed.
Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of the Republic Companies contained in this Agreement shall be true and correct at and as of the Closing Date with the same force and effect as though made at and as of that time except that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date. Republic shall have performed and complied with all of its obligations required by this Agreement to be performed or complied with at or prior to the Closing Date. The Republic Companies shall each have delivered to the Acquired Entities a certificate, dated as of the Closing Date, and signed by an executive officer, certifying that such representations and warranties are true and correct and that all such obligations have been performed and complied with.
Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of Purchaser contained in this Agreement shall be true and correct at and as of the Closing with the same force and effect as though made at and as of that time. Purchaser shall have performed and complied with all of its obligations required by this Agreement to be performed or complied with at or prior to the Closing. Purchaser shall have delivered to the Parent a certificate, dated as of the Closing Date, certifying that such representations and warranties are true and correct and that all such obligations have been complied with and performed.
Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of BBV contained in this Agreement shall be true and correct at and as of the Closing Date with the same force and effect as though made at and as of that time except (i) for changes specifically permitted by or disclosed pursuant to this Agreement, and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date. BBV shall have performed and complied with all of its obligations required by this Agreement to be performed or complied with at or prior to the Closing Date. BBV shall have delivered to MTLM a certificate, dated as of Closing Date, duly signed by or on behalf of BBV stating that such representations and warranties are true and correct and that all such obligations have been performed and complied with.
Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of the Company and the Shareholders contained in this Agreement shall be true and correct at and as of the Closing Date with the same force and effect as though made at and as of that time except (i) for changes specifically permitted by or disclosed pursuant to this Agreement, and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date. The Company and the Shareholders shall have performed and complied with all of their respective obligations required by this Agreement to be performed or complied with at or prior to the Closing Date. The Company and the Shareholders shall have delivered to MTLM a certificate, dated as of the Closing Date, duly signed (in the case of the Company by its chief executive officer and chief financial officer) stating that such representations and warranties are true and correct and that all such obligations have been performed and complied with.
Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of the Company and each Seller contained in this Agreement shall have been true and correct in all material respects at and as of the date hereof, and they shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as though made at and as of that time. The Company and each Seller shall have performed and complied in all material respects with all of their respective obligations required by this Agreement to be performed or complied with at or prior to the Closing Date. The Company and each of the Sellers shall have delivered to the Purchaser a certificate, dated as of the Closing Date and signed by such parties, certifying that its or his representations and warranties are thus true and correct in all material respects and that all of its or his obligations have been thus performed and complied with in all material respects.
Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date with the same force and effect as though made at and as of the Closing Date. Buyer shall have performed and complied with all of its obligations required by this Agreement to be performed or complied with in all material respects at or prior to the Closing Date. Buyer shall have delivered to Seller a certificate, dated as of the Closing Date and signed by a duly authorized officer of Buyer, certifying that such representations and warranties are true and correct and that all such obligations have been performed and complied with and that Buyer is duly authorized to enter into this Agreement and the transactions contemplated thereby.
Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of KAV contained in this Agreement shall be true and correct at and as of the Closing Date with the same force and effect as though made at and as of that time except (i) for changes specifically permitted by or disclosed pursuant to this Agreement, and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date. KAV shall have performed and complied with all of its obligations required by this Agreement to be performed or complied with by it at or prior to the Closing Date. KAV shall have delivered to the Company a certificate, dated as of the Closing Date, and signed by its President and Chief Financial Officer, certifying that such representations and warranties are true and correct and that all such obligations have been complied with and performed.