Common use of Accuracy of Representations and Warranties and Compliance with Obligations Clause in Contracts

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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Metal Management Inc), Agreement and Plan of Merger (Metal Management Inc)

AutoNDA by SimpleDocs

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 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. The Company Each of the Company, Reserve 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 Each of 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) signed, stating that such representations and warranties are true and correct in all material respects and that all such obligations have been performed and complied with.

Appears in 1 contract

Samples: Purchase Agreement (Metal Management Inc)

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of the Company Companies 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 (ia) for changes specifically permitted by or disclosed pursuant to this Agreement, and (iib) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date. The Each Company and the Shareholders Shareholder 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 Each Company and the Shareholders Shareholder shall have delivered to MTLM Wackenhut a certificate, dated as of the Closing Date, Date (which in case of each Company shall be duly signed (in the case of the Company by its chief executive officer Chief Executive Officer and chief financial officerPresident) stating certifying that such representations and warranties are true and correct and that all such obligations have been performed and complied with.

Appears in 1 contract

Samples: Employment Agreement (Wackenhut Corp)

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 respective 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Metal Management Inc)

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 (ia) for changes specifically permitted by or disclosed pursuant to this Agreement, and (iib) 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 each of 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 each of the Shareholders shall have delivered to MTLM Medical Manager a certificate, dated as of the Closing Date, duly signed (in the case of the Company by its chief an executive officer and chief financial officer) stating its Chief Financial Officer in their corporate capacity and not personally, certifying that such representations and warranties are true and correct and that all such obligations have been performed and complied with.

Appears in 1 contract

Samples: Asset Purchase Agreement (Medical Manager Corp)

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of the Company and the Shareholders contained in ARTICLE IV of 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 in 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 Parent 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Xechem International Inc)

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of the Company and the Shareholders Shareholder 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 (ia) for changes specifically permitted by or disclosed pursuant to this Agreement, and (iib) 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 each of 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 Shareholder shall have delivered to MTLM Medical Manager a certificate, dated as of the Closing Date, duly signed (which in the case of the Company shall be duly signed by its chief executive officer Chief Executive Officer and chief financial officerChief Financial Officer) stating certifying that such representations and warranties are true and correct and that all such obligations have been performed and complied with.

Appears in 1 contract

Samples: Purchase Agreement (Medical Manager Corp)

AutoNDA by SimpleDocs

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 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. 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 AESP a certificate, dated as of the Closing Date, duly signed (in the case of the Company Company, by its chief executive officer and chief financial officer) stating the Chairman of the Board of Directors), certifying that such representations and warranties are true and correct and that all such obligations have been performed complied with and complied withperformed.

Appears in 1 contract

Samples: Share Exchange Agreement (Advanced Electronic Support Products Inc)

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of the Company Companies and the Shareholders Shareholder 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 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 Each of the Companies and the Shareholders Shareholder 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 Each of the Companies and the Shareholders Shareholder shall have delivered to MTLM a certificate, dated as of the Closing Date, duly signed (in the case of each of the Company Companies by its their respective 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Metal Management Inc)

Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of the Company and the Shareholders Members 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 matters specifically permitted by or disclosed pursuant 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. The Company and the Shareholders Members 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 Members shall have delivered to MTLM Relationserve a certificate, dated as of the Closing Date, duly signed (in the case of the Company Company, by its chief executive officer and chief financial officer) stating President), certifying that such representations and warranties are true and correct and that all such obligations have been performed complied with and complied withperformed.

Appears in 1 contract

Samples: Asset Purchase Agreement (Chubasco Resources Corp.)

Time is Money Join Law Insider Premium to draft better contracts faster.