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

Accuracy of Representations and Warranties; Performance of Covenants. Each of the representations and warranties of the Company set forth in this Agreement was true, correct and complete in all material respects when made and shall also be true, correct and complete in all material respects at and as of the Closing Date, with the same force and effect as if made at and as of the Closing Date. The Company shall have performed and complied in all material respects with all agreements and covenants required by this Agreement to be performed by the Company at or prior to the Closing Date.

Appears in 2 contracts

Samples: Escrow Agreement (Scores Holding Co Inc), Merger Agreement (Hy Tech Technology Group Ing)

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Accuracy of Representations and Warranties; Performance of Covenants. Each As of the Effective Date, First Closing Date, and the Second Closing Date, each of the representations and warranties of the Company and the Stockholder set forth in this Agreement was true, correct correct, and complete in all material respects when made and shall also be truerespects, correct and complete in all material respects at and as of the Closing Date, with the same force and effect as if made at and as of the Closing Dategiven. The Company and the Stockholder shall have performed and performed, complied in all material respects with with, and shall not be in breach, default, or violation of any or all agreements and agreements, conditions, or covenants required by this Agreement to be performed by the Company and the Stockholder at or prior to the applicable Closing Date.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Empire Water CORP), Stock Purchase Agreement (Basin Water, Inc.)

Accuracy of Representations and Warranties; Performance of Covenants. Each of the representations and warranties of the Company and Acquisition set forth in this Agreement was true, correct and complete in all material respects when made and shall also be true, correct and complete in all material respects at and as of the Closing Date, with the same force and effect as if made at and as of the Closing Date. The Company shall have performed and complied in all material respects with all agreements and covenants required by this Agreement to be performed by the Company and Acquisition at or prior to the Closing Date.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Jill Kelly Productions Holding, Inc.), Agreement and Plan of Merger (SZM Distributors Inc)

Accuracy of Representations and Warranties; Performance of Covenants. Each of the representations and warranties of the Company and the Stockholder set forth in this Agreement was true, correct and complete in all material respects when made and shall also be true, correct and complete in all material respects at and as of the Closing Date, with the same force and effect as if made at and as of the Closing Date. The Company and the Stockholder shall have performed and complied in all material respects with all agreements and covenants required by this Agreement to be performed by the Company and the Stockholder at or prior to the Closing Date.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Elsinore Services Inc), Stock Purchase Agreement (Ariel Way Inc)

Accuracy of Representations and Warranties; Performance of Covenants. Each of the representations and warranties of the Company set forth in this Agreement Stockholder was true, correct and complete in all material respects when made and shall also be true, correct and complete in all material respects at on and as of the Closing Effective Date, with the same force and effect as if made at on and as of the Closing Effective Date. The Company Stockholder shall have performed and complied in all material respects with all agreements and covenants required by this Agreement to be performed by the Company at Stockholder on or prior to the Closing Effective Date. The condition set forth in this Section 5.1 (b) may be waived by the Company.

Appears in 1 contract

Samples: Preferred Stock Conversion Agreement (Amedisys Inc)

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Accuracy of Representations and Warranties; Performance of Covenants. Each of the representations and warranties of the Company and Acquisition set forth in this Agreement was true, correct and complete in all material respects when made and shall also be true, correct and complete in all material respects at and as of the Post-Closing Date, with the same force and effect as if made at and as of the Post-Closing Date. The Company shall have performed and complied in all material respects with all agreements and covenants required by this Agreement to be performed by the Company and Acquisition at or prior to the Post-Closing Date.

Appears in 1 contract

Samples: Merger Agreement (Columbia Bakeries Inc)

Accuracy of Representations and Warranties; Performance of Covenants. Each of the representations and warranties of the Company set forth in this Agreement was true, correct and complete in all material respects when made and shall also be true, correct and complete in all material respects at on and as of the Closing Date, with the same force and effect as if made at and as of the Closing Effective Date. The Company shall have performed and complied in all material respects with all agreements and covenants required by this Agreement to be performed by the Company at on or prior to the Closing Effective Date. The condition set forth in this Section 5.2 (a) may be waived by Stockholder.

Appears in 1 contract

Samples: Preferred Stock Conversion Agreement (Amedisys Inc)

Accuracy of Representations and Warranties; Performance of Covenants. Each of the The representations and warranties of the Company Stockholders set forth in this Agreement was true, correct and complete herein shall be accurate in all material respects when on and as of the date hereof and on and as of the Closing Date (as though made and shall also be true, correct and complete in all material respects at on and as of the Closing Date), with and the same force Company, each Subsidiary and effect as if made at and as of the Closing Date. The Company Stockholders each shall have performed and complied have, in all material respects respects, performed all obligations and complied with all agreements and covenants required by this Agreement to be performed or to be complied with by the Company at or them under this Agreement prior to the Closing Date.

Appears in 1 contract

Samples: Share Purchase Agreement (Dj Orthopedics Inc)

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