REPRESENTATIONS AND PERFORMANCES Sample Clauses

REPRESENTATIONS AND PERFORMANCES. All of the representations and warranties of Midwestern and Acquisition Corp contained in this Agreement shall be true in all material respects as of the Effective Time as though such representations and warranties were then made for the first time (other than those representations and warranties which are specifically made as of a particular date or as of the date of this Agreement); and Midwestern and Acquisition Corp, in all material respects, shall have performed all obligations and complied with all covenants required by this Agreement to be performed and complied with by each of them prior to the Effective Time. As of the Effective Time, Potomac shall have received a certificate dated the date on which the Effective Time is to occur, executed by the Chairman, President or a Vice President and by the Treasurer or Chief Financial Officer of Midwestern and Acquisition Corp certifying in such detail as Potomac may request as to the accuracy of such representations and warranties and the fulfillment of such obligations and compliance with such covenants as of the Effective Time.
Sample 1
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REPRESENTATIONS AND PERFORMANCES. All of the representations and warranties of Butte contained in this Agreement shall be true in all material respects as of the Effective Time as though such representations and warranties were then made for the first time (other than those representations and warranties which are specifically made as of a particular date or as of the date of this Agreement); and Butte, in all material respects, shall have performed all obligations and complied with all covenants required by this Agreement to be performed and complied with by it or them prior to the Effective Time. As of the Effective Time, Parent and Acquisition Corp shall have received a certificate, dated the date on which the Effective Time is to occur, executed by the President of Butte, certifying in such detail as Parent and Acquisition Corp may request as to the accuracy of such representations and warranties and the fulfillment of such obligations and compliance with such covenants as of the Effective Time.
Sample 1

Related to REPRESENTATIONS AND PERFORMANCES

  • Accuracy of Representations and Performance of Covenants The representations and warranties made by the Company in this Agreement were true when made and shall be true as of the Closing Date (except for changes therein permitted by this Agreement) with the same force and effect as if such representations and warranties were made at and as of the Closing Date. Additionally, the Company shall have performed and complied with all covenants and conditions required by this Agreement to be performed or complied with by the Company.

  • Payment and Performance The Borrower will pay all amounts due under the Loan Documents in accordance with the terms thereof and will observe, perform and comply with every covenant, term and condition expressed or implied in the Loan Documents. The Borrower will cause each other Loan Party to observe, perform and comply with every such term, covenant and condition in any Loan Document.

  • Payment and Performance of Obligations Pay and perform all material Obligations under this Agreement and the other Loan Documents, and pay or perform (a) all taxes, assessments and other governmental charges that may be levied or assessed upon it or any of its property, and (b) all other indebtedness, obligations and liabilities in accordance with customary trade practices; except to the extent that IPT or the Borrower is contesting any item described in clauses (a) or (b) of this Section 7.5 in good faith and is maintaining adequate reserves with respect thereto in accordance with GAAP.

  • Capacity and Performance (a) During the term of Executive’s employment hereunder, the Executive shall serve the Company as its Senior Vice President and Chief Financial Officer. In addition, and without further compensation, the Executive shall serve as a director and/or officer of one or more of the Company’s Subsidiaries if so elected or appointed from time to time.

  • Guaranty of Payment and Performance Guarantor’s obligations under this Guaranty constitute an unconditional guaranty of payment and performance and not merely a guaranty of collection.

  • Execution, Delivery and Performance The execution, delivery and performance of this Agreement and the documents or instruments required under this Agreement will not violate any provision of any existing law or regulation binding on the Manager, or any order, judgment, award or decree of any court, arbitrator or governmental authority binding on the Manager, or the governing instruments of, or any securities issued by, the Manager or of any mortgage, indenture, lease, contract or other agreement, instrument or undertaking to which the Manager is a party or by which the Manager or any of its assets may be bound, the violation of which would have a material adverse effect on the business operations, assets or financial condition of the Manager and its subsidiaries, taken as a whole, and will not result in, or require, the creation or imposition of any lien on any of its property, assets or revenues pursuant to the provisions of any such mortgage indenture, lease, contract or other agreement, instrument or undertaking.

  • Representations and Warranties; Performance All representations and warranties of Buyer contained in this Agreement shall have been true and correct, in all material respects, when made and shall be true and correct, in all material respects, at and as of the Closing, with the same effect as though such representations and warranties were made at and as of the Closing. Buyer shall have performed and complied with all covenants and agreements and satisfied all conditions, in all material respects, required by this Agreement to be performed or complied with or satisfied by Buyer at or prior to the Closing.

  • Representations and Warranties True; Performance of Obligations The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the Closing Date with the same force and effect as if they had been made as of the Closing Date, and the Company shall have performed all obligations and conditions herein required to be performed or observed by it on or prior to the Closing.

  • Continuity of Service and Performance Unless otherwise agreed in writing, the Parties shall continue to provide service and honor all other commitments under this Agreement during the course of a Dispute with respect to all matters not subject to such Dispute.

  • Representations and Warranties; Performance of Obligations All the representations and warranties of the STOCKHOLDERS and the COMPANY contained in this Agreement shall be true and correct in all material respects as of the Closing Date and the Funding and Consummation Date with the same effect as though such representations and warranties had been made on and as of such date; all of the terms, covenants and conditions of this Agreement to be complied with or performed by the STOCKHOLDERS and the COMPANY on or before the Closing Date or the Funding and Consummation Date, as the case may be, shall have been duly performed or complied with in all material respects; and the STOCKHOLDERS shall have delivered to METALS certificates dated the Closing Date and the Funding and Consummation Date, respectively, and signed by them to such effect.

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