ACCURACY OF REPRESENTATIONS AND WARRANTIES; COMPLIANCE WITH COVENANTS. The representations and warranties of Purchaser made in this Agreement qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, as of the date hereof and as of the time of the Closing as though made as of such time, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date). Purchaser shall have duly performed, complied with and satisfied in all material respects all covenants, agreements and conditions required by this Agreement to be performed, complied with or satisfied by it by the time of the Closing. Purchaser shall have delivered to Seller a certificate dated the Closing Date and signed by an officer of Purchaser confirming the foregoing.
Appears in 4 contracts
Samples: Stock Purchase Agreement (SPS Transaction Services Inc), Stock Purchase Agreement (SPS Transaction Services Inc), Stock Purchase Agreement (Alliance Data Systems Corp)
ACCURACY OF REPRESENTATIONS AND WARRANTIES; COMPLIANCE WITH COVENANTS. The representations and warranties of Purchaser Seller made in this Agreement qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, as of the date hereof and as of the time of the Closing as though made as of such time, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date). Purchaser Seller shall have duly performed, complied with and satisfied in all material respects all covenants, agreements and conditions required by this Agreement to be performed, complied with or satisfied by it Seller by the time of the Closing. Purchaser Seller shall have delivered to Seller Purchaser a certificate dated the Closing Date and signed by an officer of Purchaser Seller confirming the foregoing.
Appears in 3 contracts
Samples: Receivables Purchase Agreement (Zale Corp), Stock Purchase Agreement (SPS Transaction Services Inc), Stock Purchase Agreement (SPS Transaction Services Inc)
