Common use of Representations and Warranties Correct; Performance Clause in Contracts

Representations and Warranties Correct; Performance. The representations and warranties of Seller contained in this Agreement (including the Exhibits hereto) shall be true, complete and accurate in all material respects (except that such representations and warranties which are qualified as to materiality shall be accurate and complete in all respects) as of the date hereof and the Closing Date, and Seller shall have delivered to Buyer a certificate, dated as of the date hereof and the Closing Date, to such effect signed by its President. Seller shall have duly and properly performed, complied with and observed in all material respects each of its covenants, agreements and obligations contained in this Agreement to be performed, complied with and observed on or before the Closing Date, and Seller shall have delivered to Buyer a certificate, dated the Closing Date, to such effect signed by its Managing Member.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Synthetic Biologics, Inc.), Asset Purchase Agreement (Synthetic Biologics, Inc.)

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Representations and Warranties Correct; Performance. The representations and warranties of Seller contained Purchaser in this Agreement (including the Exhibits and Schedules hereto) and those otherwise made in writing by or on behalf of Purchaser in connection with the transactions contemplated by this Agreement shall be true, complete and accurate in all material respects (except that when made and on and as of the Closing Date, as though such representations and warranties which are qualified as to materiality shall be accurate were made at and complete in all respects) as of the date hereof and the Closing Datesuch date, and Seller Purchaser shall have delivered to Buyer Seller a certificate, dated as of the date hereof and the Closing Date, to such effect signed by its President. Seller Purchaser shall have duly and properly performed, complied with and observed in all material respects each of its covenants, agreements and obligations contained in this Agreement to be performed, complied with and observed on or before the Closing Date, and Seller Purchaser shall have delivered to Buyer Seller a certificate, dated the Closing Date, to such effect signed by its Managing MemberPresident.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Dawcin International Corp), Stock Purchase Agreement (Dawcin International Corp)

Representations and Warranties Correct; Performance. The representations and warranties of Seller contained in this Agreement (including the Exhibits and Schedules hereto) and those otherwise made in writing by or on behalf of Seller in connection with the transactions contemplated by this Agreement shall be true, complete and accurate in all material respects (except that when made and on and as of the Closing Date as though such representations and warranties which are qualified as to materiality shall be accurate were made at and complete in all respects) as of the date hereof and the Closing Datesuch date, and Seller shall have delivered to Buyer Purchaser a certificate, dated as of the date hereof and the Closing Date, to such effect signed by its PresidentPresi dent. Seller shall have duly and properly performed, complied with and observed in all material respects each of its covenants, agreements and obligations contained in this Agreement to be performed, complied with and observed on or before the Closing Date, and Seller shall have delivered to Buyer Purchaser a certificate, dated the Closing Date, to such effect signed by its Managing MemberPresident.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Dawcin International Corp), Stock Purchase Agreement (Dawcin International Corp)

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Representations and Warranties Correct; Performance. The representations and warranties of Seller contained Buyer in this Agreement (including the Exhibits hereto) shall be true, complete and accurate in all material respects (except that such representations and warranties which are qualified as to materiality shall be accurate and complete in all respects) when made and on and as of the date hereof and the Closing Date, Date and Seller Buyer shall have delivered to Buyer Seller a certificate, dated as of the date hereof and the Closing Date, certifying to such effect matters and signed by its President. Seller Buyer shall have duly and properly performed, complied with and observed in all material respects each of its covenants, agreements and obligations contained in this Agreement to be performed, complied with and observed on or before the Closing Date, and Seller . Buyer shall have delivered to Buyer Seller a certificate, dated the Closing Date, certifying to such effect matters and signed by its Managing MemberPresident.

Appears in 1 contract

Samples: Asset Purchase Agreement (Synthetic Biologics, Inc.)

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