Common use of Compliance with Representations and Covenants Clause in Contracts

Compliance with Representations and Covenants. The representations and warranties of Seller Group 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). Seller Group 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 prior to the time of the Closing.

Appears in 1 contract

Samples: Asset Purchase Agreement

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Compliance with Representations and Covenants. (a) The representations and warranties of Seller Group made in this Agreement Article 4, and each of the representations and warranties qualified as to materiality shall be true and correctcorrect in all respects, and (b) 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 any such representations and warranties expressly relate relates to an earlier date (in which case case, subject to part (a) of this Section 6.1, 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). Seller Group shall have has duly performed, complied with and satisfied, in all material respects satisfied all covenants, agreements and conditions required by this Agreement to be performed, complied with or satisfied by it prior to the time of the Closing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Nobilis Health Corp.)

Compliance with Representations and Covenants. The representations and warranties of Seller Group Sellers 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). Seller Group Sellers shall have duly performed, complied with and satisfied, in all material respects respects, all covenants, agreements and conditions required by this Agreement to be performed, complied with or satisfied by it them prior to the time of the Closing.

Appears in 1 contract

Samples: Contribution Agreement

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Compliance with Representations and Covenants. The representations and warranties of Seller Group 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). Seller Group shall have and caused the Businesses to have duly performed, complied with and satisfied, in all material respects satisfied all covenants, agreements and conditions required by this Agreement to be performed, complied with or satisfied by it them prior to the time of the Closing.

Appears in 1 contract

Samples: Asset Purchase Agreement

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