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

Representations and Warranties; Performance of Covenants. Except for those representations and warranties which are made as of a particular date, the representations and warranties of Company contained in this Agreement shall be true and correct in all material respects (except with respect to those representations and warranties that are qualified as to materiality, which shall be true and correct in all respects) on the Closing Date. Those representations and warranties of Company contained in this Agreement that are made as of a particular date shall be true and correct in all material respects (except with respect to those representations and warranties which are qualified as to materiality, which shall be true and correct in all respects) as of such date. Company shall have performed in all material respects the agreements, covenants and obligations to be performed by them prior to the consummation of the Closing.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Co-Diagnostics, Inc.), Agreement and Plan of Merger (Co-Diagnostics, Inc.)

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Representations and Warranties; Performance of Covenants. Except for those representations and warranties which are made as of a particular date, the representations and warranties of Company the Parent and Subco contained in this Agreement shall be true and correct in all material respects (except with respect to those representations and warranties that which are qualified as to materiality, which shall be true and correct in all respects) on the Closing Date. Those The representations and warranties of Company the Parent and Subco contained in this Agreement that which are made as of a particular date shall be true and correct in all material respects (except with respect to those representations and warranties which are qualified as to materiality, which shall be true and correct in all respects) as of such date. Company The Parent and Subco shall have performed in all material respects the agreements, covenants and obligations to be performed by them prior to the consummation of the Closing.

Appears in 2 contracts

Samples: Escrow Agreement (NeoStem, Inc.), Voting Agreement (NeoStem, Inc.)

Representations and Warranties; Performance of Covenants. Except for those representations and warranties which are made as of a particular date, the representations and warranties of Company the Parent and Purchaser contained in this Agreement shall be true and correct in all material respects (except with respect to those representations and warranties that which are qualified as to materiality, which shall be true and correct in all respects) on the Closing Date. Those The representations and warranties of Company the Parent and Purchaser contained in this Agreement that which are made as of a particular date shall be true and correct in all material respects (except with respect to those representations and warranties which are qualified as to materiality, which shall be true and correct in all respects) as of such date. Company The Parent and Purchaser shall have performed in all material respects the agreements, covenants and obligations to be performed by them it prior to the consummation of the Closing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cancer Genetics, Inc)

Representations and Warranties; Performance of Covenants. Except for those representations and warranties which are made as of a particular date, the representations and warranties of Company Parent and Subco contained in this Agreement shall be true and correct in all material respects (except with respect to those representations and warranties that which are qualified as to materiality, which shall be true and correct in all respects) on the Closing Date. Those The representations and warranties of Company Parent and Subco contained in this Agreement that which are made as of a particular date shall be true and correct in all material respects (except with respect to those representations and warranties which are qualified as to materiality, which shall be true and correct in all respects) as of such date. Company Parent and Subco shall have performed in all material respects the agreements, covenants and obligations to be performed by them prior to the consummation of the Closing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (NeoStem, Inc.)

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Representations and Warranties; Performance of Covenants. Except for those representations and warranties which are made as of a particular date, the representations and warranties of Company the Seller contained in this Agreement shall be true and correct in all material respects (except with respect to those representations and warranties that which are qualified as to materiality, which shall be true and correct in all respects) on the Closing Date. Those The representations and warranties of Company the Seller contained in this Agreement that which are made as of a particular date shall be true and correct in all material respects (except with respect to those representations and warranties which are qualified as to materiality, which shall be true and correct in all respects) as of such date. Company The Seller shall have performed in all material respects the agreements, covenants and obligations to be performed by them prior to the consummation of the Closing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cancer Genetics, Inc)

Representations and Warranties; Performance of Covenants. Except for those representations and warranties which are made as of a particular date, the representations and warranties of Company Amorcyte contained in this Agreement shall be true and correct in all material respects (except with respect to those representations and warranties that which are qualified as to materiality, which shall be true and correct in all respects) on the Closing Date. Those The representations and warranties of Company Amorcyte contained in this Agreement that which are made as of a particular date shall be true and correct in all material respects (except with respect to those representations and warranties which are qualified as to materiality, which shall be true and correct in all respects) as of such date. Company Amorcyte and the Lock-Up Stockholders shall have performed in all material respects the agreements, covenants and obligations to be performed by them prior to the consummation of the Closing.

Appears in 1 contract

Samples: Escrow Agreement (NeoStem, Inc.)

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