Compliance with Representations and Warranties; Covenants Sample Clauses

Compliance with Representations and Warranties; Covenants. Each of the representations and warranties of Vyteris in this Agreement shall be true and correct on and as of the Effective Time as if made on and as of such time, except to the extent that any representations and warranties expressly relate to an earlier date in which case such representations and warranties shall be true and correct as of such earlier date, in either case such that the aggregate effect of any inaccuracies in such representations and warranties do not comprise or would not be reasonably likely to comprise a Material Adverse Effect on Vyteris, in each case without regard (for purposes of this Section 10.1) to any materiality or Material Adverse Effect qualifications contained in such representations and warranties, and Treasure Mountain shall have received a certificate, executed on behalf of Vyteris by Vyteris' president or chief financial officer, to such effect. Vyteris shall have performed or complied in all material respects with all covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time, and Treasure Mountain shall have received certificates executed on behalf of Vyteris by Vyteris' president or chief financial officer, to such effect.
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Compliance with Representations and Warranties; Covenants. Each of the representations and warranties of Vyteris Mergerco and Treasure Mountain (collectively, the "Treasure Mountain Parties") in this Agreement shall be true and correct on and as of the Effective Time as if made on and as of such time, except to the extent that any representations and warranties expressly relate to an earlier date in which case such representations and warranties shall be true and correct as of such earlier date, in either case such that the aggregate effect of any inaccuracies in such representations and warranties do not comprise or would not be reasonably likely to comprise a Material Adverse Effect on the Treasure Mountain Parties, in each case without regard (for purposes of this Section 11.1) to any materiality or Material Adverse Effect qualifications contained in such representations and warranties, and Vyteris shall have received a certificate, executed on behalf of the Treasure Mountain Parties by Treasure Mountain's president or chief financial officer, to such effect. The Treasure Mountain Parties shall have performed or complied in all material respects with all covenants required by this Agreement to be performed or complied with by them on or prior to the Effective Time, and Vyteris shall have received certificates executed on behalf of the Treasure Mountain Parties by Treasure Mountain's president or chief financial officer, to such effect.
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Compliance with Representations and Warranties; Covenants. Each of the representations and warranties contained in Sections 6 and 7 hereof shall be true and correct as of the Closing Date; and each CRC Party shall have complied with its obligations hereunder that are required to be performed on or before the Closing Date. Notwithstanding the foregoing, the execution of the Release by the parties thereto shall not be a condition to the obligation of JIB to make the Closing Date Payments; provided, however, that the parties hereto retain their legal and equitable rights with respect to an action for damages against any party hereto that fails to fulfill its obligation to execute the Release on the Closing Date.
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Compliance with Representations and Warranties; Covenants. The representations and warranties of the Company contained herein shall be true and correct on and as of the applicable Remarketing Date and the Remarketing Settlement Date, and the Company, the Purchase Contract Agent and the Collateral Agent shall have performed all covenants and agreements contained herein or in the Purchase Contract and Pledge Agreement to be performed on their part at or prior to such Remarketing Date and such Remarketing Settlement Date.
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Related to Compliance with Representations and Warranties; Covenants

  • 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.

  • Representations and Warranties; Covenants Each of the Seller and the Servicer hereby makes the representations and warranties, and hereby agrees to perform and observe the covenants, applicable to it set forth in Exhibits III and IV, respectively.

  • 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.

  • Representations and Warranties and Covenants 9 4.1 GENERALLY ........................................................... 9 4.2

  • Compliance with Representations, Warranties and Covenants The representations and warranties made by Buyer in this Agreement shall have been true and correct when made and shall be true and correct in all material respects at the Closing with the same force and effect as if made at the Closing, and Buyer shall have performed all agreements, covenants and conditions required to be performed by Buyer prior to the Closing.

  • WARRANTIES, REPRESENTATIONS AND COVENANTS Mortgagor warrants, represents and covenants to Mortgagee as follows:

  • Representations and Warranties; Etc Each Obligor hereby affirms: (a) that as of the date of execution and delivery of this First Amendment, all of the representations and warranties contained in each Loan Document to which such Obligor is a party are true and correct in all material respects as though made on and as of the First Amendment Effective Date (unless made as of a specific earlier date, in which case, was true as of such date); and (b) that after giving effect to this First Amendment and to the transactions contemplated hereby, no Defaults exist under the Loan Documents or will exist under the Loan Documents.

  • Certain Representations and Warranties; Limitations; Covenants By executing and delivering an Assignment and Acceptance, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows:

  • Survival of Representations and Warranties and Covenants All representations and warranties made by the parties hereto, and all covenants and other agreements of the parties hereto, in this Subscription Agreement shall survive the Closing.

  • Representations and Warranties; Performance of Covenants All the -------------------------------------------------------- covenants, terms and conditions of this Agreement to be complied with and performed by GBB on or before the Closing Date shall have been complied with and performed in all material respects. Each of the representations and warranties of GBB contained in Article 5 hereof shall have been true and correct in all material respects (except that where any statement in a representation or warranty expressly includes a standard of materiality, such statement shall be true and correct in all respects) on and as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date or for changes expressly contemplated by this Agreement) on and as of the Closing Date, with the same effect as though such representations and warranties had been made on and as of the Closing Date. It is understood and acknowledged that the representations being made on and as of the Closing Date shall be made without giving effect to any update with respect to the GBB Lists in accordance with Section 7.2(c).

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