Compliance and Representations Correct Sample Clauses

Compliance and Representations Correct. All of the terms and conditions contained in this Agreement to be complied with and performed by XXXXX at or before the Closing Date shall have been complied with and performed in all material respects, and the representations and warranties made by XXXXX in this Agreement shall continue to be correct in all material respects, at and as of the Closing Date, with the same force and effect as though such representations and warranties had been made at and as of the Closing Date, except for changes contemplated by this Agreement. XXXXX shall have delivered to PHMD a certificate, dated the Closing Date, signed by XXXXX, evidencing compliance with the provisions of this Section 8.1.2.
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Compliance and Representations Correct. All of the terms and conditions contained in this Agreement to be complied with and performed by PHMD at or before the Closing Date shall have been complied with and performed in all material respects, and the representations and warranties made by PHMD in this Agreement shall continue to be correct in all material respects, at and as of the Closing Date, with the same force and effect as though such representations and warranties had been made at and as of the Closing Date, except for changes contemplated by this Agreement. PHMD shall have delivered to XXXXX a certificate, dated the Closing Date, signed by the president of PHMD evidencing compliance with the provisions of this Section 8.2.2.
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Compliance and Representations Correct. All of the terms and conditions contained in this Agreement to be complied with and performed by XXXXX at or before the date of payment of the portion of the Purchase Price relating to the applicable Milestone shall have been complied with and performed in all material respects, and the representations and warranties made by XXXXX in this Agreement shall continue to be correct in all material respects, at and as of such date, with the same force and effect as though such representations and warranties had been made at and as of such date, except for changes contemplated by this Agreement. On the date of the payment of the portion of the Purchase Price applicable to a particular Milestone, XXXXX shall have delivered to PHMD a certificate, dated as of such date, evidencing compliance with the provisions of this Section 8.3.1.
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Compliance and Representations Correct. All of the covenants and obligations contained in this Agreement to be complied with and performed by Security National Life at or before the Closing Date shall have been complied with and performed in all respects, and the representations and warranties made by Security National Life in this Agreement shall be correct in all material respects, at and as of the Closing Date, with the same force and effect as though such representations and warranties had been made at and as of the Closing Date, except for changes contemplated by this Agreement. Security National Life shall have delivered to SSLIC a certificate, dated the Closing Date and signed by an officer of Security National Life, evidencing compliance with the provisions of this Section 8.2.
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Compliance and Representations Correct. All of the covenants and obligations contained in this Agreement to be complied with and performed by Paradigm at or before the Closing Date shall have been complied with and performed in all respects, and the representations and warranties made by Paradigm in this Agreement shall be correct in all material respects, at and as of the Closing Date, with the same force and effect as though such representations and warranties had been made at and as of the Closing Date, except for changes contemplated by this Agreement. Paradigm shall have delivered to Dicon a certificate, dated the Closing Date and signed by an officer of Paradigm, evidencing compliance with the provisions of this Section 8.2.
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Compliance and Representations Correct. All of the terms and conditions contained in this Agreement to be complied with and performed by SNFC at or before the Closing Date shall have been complied with and performed in all respects, and the representations and warranties made by SNFC in this Agreement shall be correct in all material respects, at and as of the Closing Date, with the same force and effect as though such representations and warranties had been made at and as of the Closing Date, except for changes contemplated by this Agreement. SNFC shall have delivered to CEI a certificate, dated the Closing Date and signed by an officer of SNFC, evidencing compliance with the provisions of this paragraph (c). (d)
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Related to Compliance and Representations Correct

  • Representations Correct The foregoing representations, warranties and agreements are true, correct and complete in all material respects, and shall survive any Put Closing and the issuance of the shares of Common Stock thereby.

  • Independence of Covenants and Representations and Warranties All covenants hereunder shall be given independent effect so that if a certain action or condition constitutes a default under a certain covenant, the fact that such action or condition is permitted by another covenant shall not affect the occurrence of such default, unless expressly permitted under an exception to such initial covenant. In addition, all representations and warranties hereunder shall be given independent effect so that if a particular representation or warranty proves to be incorrect or is breached, the fact that another representation or warranty concerning the same or similar subject matter is correct or is not breached shall not affect the incorrectness of or a breach of a representation and warranty hereunder.

  • Representations and Compliance The representations of the Company contained in this Agreement were accurate as of the date of this Agreement and are accurate as of the Closing Date, in all respects (in the case of any representation containing any materiality qualification) or in all material respects (in the case of any representation without any materiality qualification), except for representations and warranties made as of a specific date, which shall be accurate as of such date. The Company shall in all material respects have performed each obligation and agreement and complied with each covenant to be performed and complied with by it hereunder at or prior to the Closing Date.

  • Representations and Warranties; Compliance with Conditions The representations and warranties of Borrower contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the Closing Date with the same effect as if made on and as of such date, and no Default or an Event of Default shall have occurred and be continuing; and Borrower shall be in compliance in all material respects with all terms and conditions set forth in this Agreement and in each other Loan Document on its part to be observed or performed.

  • Compliance with Representations and Warranties During the period from the date of this Agreement to the Closing Date, the Offerors shall use their best efforts and take all action necessary or appropriate to cause their representations and warranties contained in Section 5 hereof to be true as of the Closing Date, after giving effect to the transactions contemplated by this Agreement, as if made on and as of the Closing Date.

  • Accuracy of Representations and Compliance with Conditions All ---------------------------------------------------------- representations and warranties of Buyer contained in this Agreement shall be true and accurate when made and, except (a) as a result of the taking of any action contemplated hereby or (b) insofar as any representation or warranty relates to any specified earlier date, shall be true and accurate as of the Closing Date, as though such representations and warranties were then made by Buyer; and Buyer shall have performed and complied with all of its covenants and agreements set forth in this Agreement to be performed or complied with at or before the Closing.

  • Survival of Covenants and Representations All covenants, representations and warranties made by the Company herein and in any certificates delivered pursuant hereto, whether or not in connection with the Closing Date, shall survive the closing and the delivery of this Agreement and the Notes.

  • Representations Complete None of the representations or warranties made by the Company herein or in any Schedule hereto, including the Company Disclosure Schedule, or in any certificate furnished by the Company pursuant to this Agreement, when all such documents are read together in their entirety, contains or will contain upon the consummation of the Offer any untrue statement of a material fact, or omits or will omit upon the consummation of the Offer to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading.

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