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

Representations and Warranties; Performance of Obligations. All of the representations and warranties of the Stockholders and the Company contained in this Agreement shall be true, correct and complete on and as of the Closing 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, agreements and conditions of this Agreement to be complied with, performed or satisfied by the Company and the Stockholders on or before the Closing Date shall have been duly complied with, performed or satisfied; and a certificate to the foregoing effects dated the Closing Date and signed on behalf of the Company and by each of the Stockholders shall have been delivered to USFloral.

Representations and Warranties; Performance of Obligations. All of the representations and warranties of the Stockholders and the Company contained in this Agreement shall be true, correct and complete on and as of the Closing 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, agreements and conditions of this Agreement to be complied with, performed or satisfied by the Company and the Stockholders on or before the Closing Date shall have been duly complied with, performed or satisfied; and a certificate to the foregoing effects dated the Closing Date and signed on behalf of the Company and by each of the Stockholders shall have been delivered to USFloralBuyer.

Representations and Warranties; Performance of Obligations. All of the representations and warranties of the Stockholders and the Company contained in this Agreement shall be true, correct and complete on and as of the Closing 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, agreements and conditions of this Agreement to be complied with, performed or satisfied by the Company and the Stockholders on or before the Closing Date shall have been duly complied with, performed or satisfied; and a certificate to the foregoing effects dated the Closing Date and signed on behalf of the Company and by each of the Stockholders shall have been delivered to USFloralUniCapital.

Representations and Warranties; Performance of Obligations. All of the representations and warranties of the Stockholders and the Company contained in this Agreement shall be true, correct and complete on and as of the Closing 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, agreements and conditions of this Agreement to be complied with, performed or satisfied by the Company and the Stockholders on or before the Closing Date shall have been duly complied with, performed or satisfied; and a certificate to the foregoing effects dated the Closing Date and signed on behalf of the Company and by each of the Stockholders shall have been delivered to USFloralPurchaser.

Representations and Warranties; Performance of Obligations. All of the representations and warranties of the Stockholders Stockholder and the Company COMPANY contained in this Agreement shall be true, true and correct and complete on and in all material respects as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date; each and all of the terms, covenants, agreements covenants and conditions of this Agreement to be complied with, with or performed or satisfied by the Company Stockholder and the Stockholders COMPANY on or before the Closing Date shall have been duly complied with, performed or satisfiedcomplied with in all material respects; and the Stockholder shall have delivered to ATOW a certificate to the foregoing effects dated the Closing Date and signed on behalf of the Company and by each of the Stockholders shall have been delivered them to USFloralsuch effect.

Representations and Warranties; Performance of Obligations. All of the representations and warranties of the Stockholders Company and the Company Stockholder contained in this Agreement shall be true, true and correct and complete on and as of the Closing 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, agreements covenants and conditions of this Agreement to be complied with, with or performed or satisfied by the Company and the Stockholders Stockholder on or before the Closing Date Date, as the case may be, shall have been duly performed or complied with, performed or satisfied; and a certificate the Company and Stockholder shall have delivered to the foregoing effects Purchaser certificates dated as of the Closing Date and signed on behalf of the Company and by each of the Stockholders shall have been delivered them to USFloralsuch effect.

Representations and Warranties; Performance of Obligations. All of the representations and warranties of the Stockholders and the Company contained in this Agreement shall be true, correct and complete on and as of the Closing 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, agreements and conditions of this Agreement to be complied with, performed or satisfied by the Company and the Stockholders on or before the Closing Date shall have been duly complied with, performed or satisfied; and a certificate to the foregoing effects dated the Closing Date and signed on behalf of the Company and by each of the Stockholders shall have been delivered to USFloralthe Buyer.

Representations and Warranties; Performance of Obligations. All of the representations and warranties of the Stockholders Sellers and the Company Partnerships contained in this Agreement shall be true, correct and complete on and as of the Closing 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, agreements and conditions of this Agreement to be complied with, performed or satisfied by the Company Partnerships and the Stockholders Sellers on or before the Closing Date shall have been duly complied with, performed or satisfied; and a certificate to the foregoing effects dated the Closing Date and signed on behalf of the Company each Partnership and by each of the Stockholders Seller shall have been delivered to USFloral.

Representations and Warranties; Performance of Obligations. All of the representations and warranties of the Stockholders Beneficial Owners, Stockholders, the Partners and the Company Partnership contained in this Agreement shall be true, correct and complete on and as of the Closing 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, agreements and conditions of this Agreement to be complied with, performed or satisfied by the Company Partnership, the Partners the Stockholders and the Stockholders Beneficial Owners on or before the Closing Date shall have been duly complied with, performed or satisfied; and a certificate to the foregoing effects dated the Closing Date and signed on behalf of the Company Partnership, on behalf of each Partner and by each of the Stockholders shall have been delivered to USFloral.

Representations and Warranties; Performance of Obligations. All of the representations and warranties of the Stockholders Stockholder and the each Company contained in this Agreement shall be true, correct and complete on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such datedate except as contemplated or permitted by this Agreement; all of the terms, covenants, agreements and conditions of this Agreement to be complied with, performed or satisfied by the each Company and the Stockholders Stockholder on or before the Closing Date shall have been duly complied with, performed or satisfied; and a certificate to the foregoing effects dated the Closing Date and signed on behalf of the such Company and by each of the Stockholders Stockholder shall have been delivered to USFloral.

Representations and Warranties; Performance of Obligations. All of the representations and warranties of the Stockholders Stockholder and the Company contained in this Agreement shall be true, correct and complete on and as of the Closing 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, agreements and conditions of this Agreement to be complied with, performed or satisfied by the Company and the Stockholders Stockholder on or before the Closing Date shall have been duly complied with, performed or satisfied; and a certificate to the foregoing effects dated the Closing Date and signed on behalf of the Company and by each of the Stockholders Stockholder shall have been delivered to USFloral.

Representations and Warranties; Performance of Obligations. All of the representations and warranties of the Stockholders and the Company Companies contained in this Agreement shall be true, correct and complete on and as of the Closing 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, agreements and conditions of this Agreement to be complied with, performed or satisfied by the Company Companies and the Stockholders on or before the Closing Date shall have been duly complied with, performed or satisfied; and a certificate to the foregoing effects dated the Closing Date and signed on behalf of the Company Companies and by each of the Stockholders shall have been delivered to USFloral.

Representations and Warranties; Performance of Obligations. All of the representations and warranties of the Stockholders Shareholders and the Company contained in this Agreement shall be true, correct and complete on and as of the Closing 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, agreements and conditions of this Agreement to be complied with, performed or satisfied by the Company and the Stockholders Shareholders on or before the Closing Date shall have been duly complied with, performed or satisfied; and a certificate to the foregoing effects dated the Closing Date and signed by the President and by the Chief Financial Officer on behalf of the Company and by each of the Stockholders Shareholders shall have been delivered to USFloral.

Representations and Warranties; Performance of Obligations. All of the representations and warranties of the Stockholders Stockholder and the each Company contained in this Agreement shall be true, correct and complete on and as of the Closing 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, agreements and conditions of this Agreement to be complied with, performed or satisfied by the each Company and the Stockholders Stockholder on or before the Closing Date shall have been duly complied with, performed or satisfied; and a certificate to the foregoing effects dated the Closing Date and signed on behalf of the each Company and by each of the Stockholders Stockholder shall have been delivered to USFloral.

Representations and Warranties; Performance of Obligations. All of the representations and warranties of the Stockholders Company and the Company Sole Stockholder contained in this Agreement shall be true, correct and complete on and as of the Closing 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, agreements and conditions of this Agreement to be complied with, performed or satisfied by the Company and the Stockholders Sole Stockholder on or before the Closing Date shall have been duly complied with, performed or satisfied; and a certificate to the foregoing effects dated the Closing Date and signed on behalf of the Company and by each of the Stockholders Sole Stockholder shall have been delivered to USFloralFTI.