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

Accuracy of Representations and Warranties and Performance of Covenants. The representations and warranties of the Corporation and the Shareholder contained in this Agreement or in any documents delivered in order to carry out the transactions contemplated hereby shall be true and accurate on the date hereof and at the Closing Time with the same force and effect as though such representations and warranties had been made as of the Closing Time (regardless of the date as of which the information in this Agreement or in any schedule or other document made pursuant hereto is given). In addition, the Corporation and the Shareholder shall have complied with all covenants and agreements herein agreed to be performed or caused to be performed by them at or prior to the Closing Time. In addition, the Corporation and the Shareholder shall have delivered to the Purchaser a certificate in the form of Schedule Z attached hereto confirming that the facts with respect to each of such representations and warranties by the Corporation and the Shareholder are as set out herein at the Closing Time and that the Corporation and the Shareholder have performed all covenants required to be performed by them hereunder.

Appears in 1 contract

Samples: Agreement and Plan (Jupiter Global Holdings Corp)

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Accuracy of Representations and Warranties and Performance of Covenants. The representations and warranties of the Corporation Purchaser and the Shareholder Nevadaco contained in this Agreement or in any documents delivered in order to carry out the transactions contemplated hereby shall will be true and accurate on the date hereof and at the First Closing Time with the same force and effect as though such representations and warranties had been made as of the First Closing Time (regardless of the date as of which the information in this Agreement or in any such schedule or other document made pursuant hereto is given). In addition, the Corporation Purchaser and the Shareholder Nevadaco shall have complied with all covenants and agreements herein agreed to be performed or caused to be performed by them it at or prior to the First Closing Time. In addition, the Corporation Purchaser and the Shareholder Nevadaco shall have delivered to the Purchaser Vendor and Shareholder a certificate in certificate, dated as of the form of Schedule Z attached hereto Closing Date, reasonably satisfactory to the Vendor, Shareholder and their counsel, confirming that the facts with respect to each of such representations and warranties by the Corporation Purchaser and the Shareholder Nevadaco are as set out herein at the First Closing Time and that the Corporation Purchaser and the Shareholder have Nevadaco performed all covenants required to be performed by them hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (Universe2u Inc)

Accuracy of Representations and Warranties and Performance of Covenants. The representations and warranties of the Corporation and the Shareholder Purchaser contained in this Agreement or in any documents or certificates delivered in order to carry out the transactions contemplated hereby shall be true and accurate on the date hereof and at the Closing Time with the same force and effect as though such representations and warranties had been made as of the Closing Time (regardless of the date as of which the information in this Agreement or in any schedule such Schedule or other document or certificate made pursuant hereto is given). In addition, the Corporation and the Shareholder Purchaser shall have complied with all covenants and agreements herein agreed to be performed or caused to be performed by them it at or prior to the Closing Time. In addition, the Corporation and the Shareholder Purchaser shall have delivered to the Purchaser Vendor a certificate in such form as is satisfactory to the form of Schedule Z attached hereto Vendors, acting reasonably, confirming that the facts with respect to each of such the representations and warranties by the Corporation and the Shareholder Purchaser are as set out herein at the Closing Time and that the Corporation and Purchaser has performed each of the Shareholder have performed all covenants required to be performed by them it hereunder.

Appears in 1 contract

Samples: Share Purchase Agreement (Compass Minerals International Inc)

Accuracy of Representations and Warranties and Performance of Covenants. The representations and warranties of the Corporation and the Shareholder Purchaser contained in this Agreement or in any documents delivered in order to carry out the transactions contemplated hereby shall will be true and accurate on the date hereof and at the Closing Time Date with the same force and effect as though such representations and warranties had been made as of such date (except to the Closing Time (regardless extent such representations and warranties are by their express terms made as of the date as of which the information in this Agreement or another specific date, in any schedule or other document made pursuant hereto is givenwhich case such representations and warranties shall be true and correct of such date). In addition, the Corporation and the Shareholder Purchaser shall have complied with all covenants and agreements herein agreed to be performed or caused to be performed by them it at or prior to the Closing TimeDate. In addition, the Corporation and the Shareholder Purchaser shall have delivered to the Purchaser Vendor a certificate in the form of Schedule Z attached hereto confirming that the facts with respect to each of such the representations and warranties by of the Corporation and the Shareholder Purchaser are as set out herein at the Closing Time Date and that the Corporation and Purchaser has performed each of the Shareholder have performed all covenants required to be performed by them it hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (Voice Mobility International Inc)

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Accuracy of Representations and Warranties and Performance of Covenants. The representations and warranties of the Corporation and the Shareholder Purchaser contained in this Agreement or in any documents delivered in order to carry out the transactions contemplated hereby shall will be true and accurate in all material respects on the date hereof and at the Closing Time Date with the same force and effect as though such representations and warranties had been made as of the Closing Time Date (regardless of the date as of which the information in this Agreement or in any schedule such Schedule or other document made pursuant hereto is given). In addition, the Corporation and the Shareholder Purchaser shall have complied with all covenants and agreements herein agreed to be performed or caused to be performed by them it at or prior to the Closing TimeDate. In addition, the Corporation and the Shareholder Purchaser shall have delivered to the Purchaser Vendor a certificate in executed by an authorized officer of the form of Schedule Z attached hereto Purchaser confirming that the facts with respect to each of such the representations and warranties by of the Corporation and the Shareholder Purchaser are as set out herein at the Closing Time Date and that the Corporation and Purchaser has performed each of the Shareholder have performed all covenants required to be performed by them it hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (Workstream Inc)

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